MAIN SPV Facility - Third Amendment - Conformed Agreement

Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT TO CREDIT AGREEMENT

(MSCC FUNDING I, LLC)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of April 24, 2025

(this “Amendment”), is entered into by and among MSCC FUNDING I, LLC, a Delaware limited

liability company, as borrower (the “Borrower”), MAIN STREET CAPITAL CORPORATION, a

Maryland corporation, as collateral manager (the “Collateral Manager”), VIRTUS GROUP, LP

(“Virtus”), as collateral administrator (the “Collateral Administrator”), CITIBANK, N.A.

(“Citibank”), as collateral agent (in such capacity, the “Collateral Agent”), document custodian (in

such capacity, the “Document Custodian”), and custodian (in such capacity, the “Custodian”), the

Lenders party hereto, and TRUIST BANK, as administrative agent (in such capacity, the

“Administrative Agent”) and swingline lender (in such capacity, the “Swingline Lender”).

RECITALS

WHEREAS, the above named parties have entered into that certain Revolving Credit and

Security Agreement, dated as of November 22, 2022 (as amended, restated, supplemented or

modified through the date hereof, the “Agreement”), by and among the Borrower, the Collateral

Manager, the Collateral Administrator, each of the Lenders from time to time party thereto, the

Administrative Agent, the Swingline Lender, the Collateral Agent, the Document Custodian and

the Custodian; and

WHEREAS, pursuant to and in accordance with Section 16.01 of the Agreement, the

parties hereto desire to amend the Agreement in certain respects as provided herein.

WHEREAS, each Lender has consented to this Amendment.

WHEREAS, Citibank intends to resign in its capacities as Collateral Agent, Document

Custodian and Custodian under the Agreement, and Virtus intends to resign in its capacity as

Collateral Administrator under the Agreement, with effect on June 9, 2025 at 12:01 a.m. New York

City time (such date of resignation, the “Resignation Effective Date”) and Western Alliance (as

defined below) intends to act as successor collateral agent (in such capacity, the “Successor

Collateral Agent”), successor collateral administrator (in such capacity, the “Successor Collateral

Administrator”), successor document custodian (in such capacity, the “Successor Document

Custodian”), and successor custodian (in such capacity, the “Successor Custodian”) under the

Agreement upon the Resignation Effective Date.

NOW, THEREFORE, based upon the above Recitals, the mutual promises and agreements

contained herein and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions and Interpretation.

Each capitalized term used but not defined herein has the meaning ascribed thereto in the

Agreement. The rules of construction set forth in Section 1.02 of the Agreement are hereby

incorporated as if fully set forth herein.

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Third Amendment to Credit Agreement

SECTION 2. Amendments.

With effect as of the Effective Date, the Agreement, including the Exhibits and Schedules

attached thereto, is hereby amended as indicated in the attached Annex A with the text marked in

underline indicating additions and with the text marked in strike through indicating deletions to

the Agreement.

SECTION 3. Resignation of Collateral Agent, Custodian and Document Custodian.

(a)In accordance with:

(ii)

Sections 13.01 and 13.05 of the Agreement, Citibank, as of the

Resignation Effective Date, hereby resigns as the Document Custodian. Citibank shall

continue to act as, and to perform the duties and obligations of, the Document Custodian

until the Resignation Effective Date. By executing below (A) the Borrower hereby consents

to the resignation of Citibank as Document Custodian, (B) Citibank hereby waives any

(iii)

Sections 14.01 and 14.05 of the Agreement, Citibank, as of the Resignation

Effective Date, hereby resigns as the Custodian. Citibank shall continue to act as, and to

perform the duties and obligations of, the Custodian until the Resignation Effective Date.

By executing below (A) the Borrower hereby consents to the resignation of Citibank as

Custodian, (B) Citibank hereby waives any notice requirement set forth in section 14.05 of

the Agreement with respect to its resignation as Custodian and the appointment of Western

Alliance as Custodian, (C) the Administrative Agent hereby appoints Western Alliance as

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(i) Section 12.05 of the Agreement, Citibank, as of the Resignation Effective

Date, hereby resigns as the Collateral Agent. Citibank shall continue to act as, and to

perform the duties and obligations of, the Collateral Agent until the Resignation Effective

Date. By executing below (A) the Lenders hereby appoint Western Alliance Trust

Company, N.A. (“Western Alliance”) to act as Collateral Agent and the Borrower hereby

consents to such appointment, (B) the Borrower, the Collateral Manager, the

Administrative Agent and the Lenders party hereto each waive any notice requirement set

forth in section 12.05 of the Agreement with respect to the resignation of Citibank as

Collateral Agent and appointment of Western Alliance as Collateral Agent, and (C)

Western Alliance hereby (1) accepts its appointment as Collateral Agent under the

Agreement and the other Facility Documents from and after the Resignation Effective Date

and (2) agrees that it will perform, in accordance with their terms, all of the obligations

which by the terms of the Agreement and the other Facility Documents are required to be

performed by it as Collateral Agent;

notice requirement set forth in section 13.05 of the Agreement with respect to its

resignation as Document Custodian and the appointment of Western Alliance as Document

Custodian, (C) the Administrative Agent hereby appoints Western Alliance as Document

Custodian and (D) Western Alliance hereby (1) accepts its appointment as Document

Custodian under the Agreement and the other Facility Documents from and after the

Resignation Effective Date and (2) agrees that it will perform, in accordance with their

terms, all of the obligations which by the terms of the Agreement and the other Facility

Documents are required to be performed by it as Document Custodian;

Custodian and (D) Western Alliance hereby (1) accepts its appointment as Custodian under

the Agreement and the other Facility Documents from and after the Resignation Effective

Date and (2) agrees that it will perform, in accordance with their terms, all of the obligations

which by the terms of the Agreement and the other Facility Documents are required to be

performed by it as Custodian; and

(iv)

Sections 15.01 and 15.04 of the Agreement, Virtus, as of the Resignation Effective

Date, hereby resigns as the Collateral Administrator. Virtus shall continue to act as, and to

(b)

For the avoidance of doubt, from and after the Resignation Effective Date, (A)

Western Alliance shall succeed to and become vested with all of the rights, powers, privileges and

duties of (1) Citibank, in its capacities as the retiring Collateral Agent, Document Custodian and

Custodian and (2) Virtus, in its capacity as the retiring Collateral Administrator, (B) each of

Citibank and Virtus shall be discharged from its duties and obligations under the Agreement and

the other Facility Documents and (C) all references to (1) Citibank, N.A., as the Collateral Agent,

(c)

On the Resignation Effective Date, all notice addresses in the Facility Documents

(including, for the avoidance of doubt, the exhibits and schedules attached to the Agreement) for

the Collateral Agent, Custodian, Document Custodian and Collateral Administrator shall be

deleted in their entirety and replaced with the notice addresses listed below:

(i)

Minnesota

If to the Collateral Agent: Western Alliance Trust Company, N.A., 3601

Drive,

Suite

800,Bloomington,

55435,

E-Mail:

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perform the duties and obligations of, the Collateral Administrator until the Resignation

Effective Date. By executing below (A) the Borrower hereby consents to the resignation

of Virtus as Collateral Administrator, (B) Virtus hereby waives any notice requirement set

forth in section 15.04 of the Agreement with respect to its resignation as Collateral

Administrator and the appointment of Western Alliance as Collateral Administrator, (C)

the Borrower hereby appoints Western Alliance as the Collateral Administrator and the

Administrative Agent, Borrower and Collateral Manager hereby consent to such

appointment and (D) Western Alliance hereby (1) accepts its appointment as Collateral

Administrator under the Agreement and the other Facility Documents from and after the

Resignation Effective Date and (2) agrees that it will perform, in accordance with their

terms, all of the obligations which by the terms of the Agreement and the other Facility

Documents are required to be performed by it as Collateral Administrator.

Document Custodian and Custodian and (2) Virtus Group, LP, as the Collateral Administrator, in

the Agreement and the other Facility Documents shall be deleted in their entirety and replaced by

references to Western Alliance Bank, as Collateral Agent, Collateral Administrator, Document

Custodian and Custodian. By executing below, each of Citibank and Virtus confirms that it shall

provide Western Alliance with all records and information as requested by Western Alliance (on

which Western Alliance may conclusively rely) in their respective possession necessary for

Western Alliance to perform in its capacity as Collateral Agent, Custodian, Document Custodian,

and Collateral Administrator within 15 Business Days following the Resignation Effective Date.

Further, each of Citibank and Virtus confirms that it shall provide Western Alliance with all

Related Documents (as defined in the Agreement) held by such party within 5 Business Days of

the Resignation Effective Date along with a list of such Related Documents on which Western

Alliance may conclusively rely.

MSCCFunding@Westernalliancetrust.com, Attention: Corporate Trust – MSCC Funding

I, LLC; with a copy to: Western Alliance Trust Company, N.A., 800 Town & Country -

Ste. 400, Houston, TX77024, Attention: Corporate Trust – MSCC Funding I, LLC;

(ii)

If to the Collateral Administrator: Western Alliance Trust Company, N.A.,

3601

Minnesota

Drive,

Suite

800,

Bloomington,

55435,

E-Mail:

MSCCFunding@Westernalliancetrust.com, Attention: Corporate Trust – MSCC Funding

I, LLC; with a copy to: Western Alliance Trust Company, N.A., 800 Town & Country -

Ste. 400, Houston, TX77024, Attention: Corporate Trust – MSCC Funding I, LLC;

(iii)

Minnesota

If to the Custodian: Western Alliance Trust Company, N.A., 3601

Drive,

Suite

800,

Bloomington,

55435,

E-Mail:

MSCCFunding@Westernalliancetrust.com, Attention: Corporate Trust – MSCC Funding

I, LLC; with a copy to: Western Alliance Trust Company, N.A., 800 Town & Country -

Ste. 400, Houston, TX77024, Attention: Corporate Trust – MSCC Funding I, LLC; and

(iv)

If to the Document Custodian: Western Alliance Trust Company, N.A.,

3601

Minnesota

Drive,

Suite

800,

Bloomington,

55435,

E-Mail:

MSCCFunding@Westernalliancetrust.com, Attention: Corporate Trust – MSCC Funding

I, LLC.

(d) For the avoidance of doubt, in no event shall Western Alliance have (i) any

obligation to perform as Collateral Agent, Custodian, Document Custodian, and Collateral

Administrator prior to the Resignation Effective Date, (ii) any liability or responsibility for any

action taken by Citibank or Virtus prior to the Resignation Effective Date, or (iii) any duty or

obligation to inspect, review or examine any Related Documents delivered to it by Citibank or to

determine whether any Related Document has been delivered to it by Citibank.

(e)

On the Resignation Effective Date, (i) Citibank, Western Alliance and all other

relevant parties will enter into an amendment to the Account Control Agreement substantially in

the form of Annex B attached hereto, pursuant to which (a) Western Alliance shall succeed to and

become vested with all of the rights, powers, privileges and duties of Citibank, in its capacities as

Secured Party (as defined in the Account Control Agreement), Securities Intermediary (as defined

(f)

On the Resignation Effective Date, Mayer Brown LLP (“Mayer Brown”) will

prepare and file the applicable UCC-3 financing statements replacing Citibank, as the secured

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in the Agreement) and Custodian under the Account Control Agreement and (b) Citibank shall be

discharged from its duties and obligations under the Account Control Agreement, (ii) the Borrower

and all other relevant parties will enter into an amended and restated Collateral Agent and

Collateral Administrator Fee Letter, which shall supersede and replace the existing Collateral

Agent and Collateral Administrator Fee Letter in its entirety, (iii) Dechert LLP shall deliver

opinions with respect to certain corporate and security interest matters, in form and substance

reasonably satisfactory to the Administrative Agent, (iv) Alston & Bird shall deliver a legal

opinion with respect to certain corporate matters, in form and substance reasonably satisfactory to

the Administrative Agent and (v) Western Alliance shall deliver a certificate of a Responsible

Officer of Western Alliance certifying as to the incumbency and specimen signature of each of its

Responsible Officers authorized to execute the Facility Documents to which it is a party.

party thereunder, with Western Alliance. corporate matters, in form and substance reasonably

satisfactory to the Administrative Agent.

(g)

Notwithstanding the termination of the Facility Documents on the date hereof, the

Borrower, Western Alliance, the Collateral Agent, the Document Custodian and the Collateral

Administrator hereby agree as follows:

(i)

From the Resignation Effective Date until 90 days after the Resignation

Effective Date, the Collateral Agent shall remit promptly any funds received by it in respect

of the Assets to Western Alliance by wire transfer to the account listed on Schedule I hereto

and the Collateral Administrator shall provide Western Alliance all information reasonably

requested by Western Alliance with respect to the amounts comprising such wire transfer

and the Assets to which such amounts relate (including any information received by the

Collateral Agent accompanying such wire transfer);

(ii)

on the Resignation Effective Date, the Collateral Administrator shall

provide to Western Alliance a list of each Asset held by the Borrower as of the Resignation

Effective Date;

(iii)

from the Resignation Effective Date until 90 days after the Resignation

Effective Date, the Collateral Administrator shall promptly forward any notices, corporate

actions or any other documents received by the Collateral Administrator with respect to the

Assets to Western Alliance at the address provided to the Collateral Administrator by

Western Alliance from time to time;

(iv)

the Collateral Agent, Document Custodian and the Collateral Administrator

agree to cooperate with any requests for information (to the extent Collateral Custodian,

Document Custodian or the Collateral Administrator, as applicable, actually received or

generated such information) from the Borrower or Western Alliance with respect to (i) the

Assets, (ii) any other items related to Citibank, N.A.’s performance as Collateral Agent or

Document Custodian or Virtus Group, LP’s performance as Collateral Administrator prior

to the Resignation Effective Date;

(v)

the Borrower, Western Alliance, the Collateral Agent and the Collateral

Administrator hereby expressly agree that if at any time after the Collateral Agent has

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transferred funds to Western Alliance and such payment is reversed or clawed-back by, or

otherwise requested to be, and is, returned to, a paying agent in connection with any Asset

(a “Claw-Back Event”), the Collateral Custodian shall promptly notify the Borrower and

Western Alliance, and Western Alliance shall promptly transfer funds to Collateral Agent

from the assets solely to the extent available therefrom (and if not available at such time,

as and when proceeds become available), in accordance with the wire transfer instructions

provided to it by Collateral Agent, for any such payment made by Collateral Agent in

respect of such Claw-Back Event. The Borrower hereby agrees to reimburse Western

Alliance, the Collateral Agent, the Securities Intermediary and the Collateral Administrator

for all expenses incurred by each of Western Alliance, the Collateral Agent, the Securities

Intermediary or the Collateral Administrator in connection with any Claw-Back Event and

shall indemnify each of the Collateral Agent and the Collateral Administrator respective

officers, directors, employees and agents, and hold them harmless against, for any loss,

liability, or expense incurred without negligence, bad faith or willful misconduct, arising

out of or in connection with any Claw-Back Event, including any claim or liability in

connection therewith; and

(vi)

the rights, protections and indemnities granted to Citibank in its capacities

as Collateral Agent, Document Custodian and Virtus Group, LP in its capacity as Collateral

Administrator, in each case, under the Facility Documents that explicitly survive the

termination of such parties shall survive such respective resignation.

SECTION 4. Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, all provisions of the Agreement shall remain in full

force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or

supplement any provision of the Agreement other than as expressly set forth herein and shall not

constitute a novation of the Agreement.

SECTION 5. Representations and Warranties.

Each of the Borrower and Collateral Manager hereby represents and warrants as of the date

of this Amendment as follows:

(a)

this Amendment has been duly executed and delivered by it;

(b)

against it in

this Amendment constitutes its legal, valid and binding obligation, enforceable

accordance with its terms, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of

creditors’ rights generally or by general principles of equity;

(c)

each of the representations and warranties of the Borrower and the Collateral

Manager contained in the Facility Documents are true and correct in all material respects as of the

date of this Amendment (except to the extent such representations and warranties expressly relate

to any earlier date, in which case such representations and warranties are true and correct in all

material respects as of such earlier date as if made on such date); and

(d)

after giving effect to this Amendment, there is no Default, Event of Default,

Potential Collateral Manager Termination Event or Collateral Manager Termination Event that is

continuing or would result from entering into this Amendment.

SECTION 6. Conditions to Effectiveness.

This Amendment shall become effective on the date upon which each of the following

conditions precedent has been satisfied (the “Effective Date”):

(a)

receipt by the Administrative Agent and the Lenders of executed counterparts of:

(i)

this Amendment;

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(ii)

the Second Amended and Restated Lender Fee Letter, dated as of the date

hereof (the “Lender Fee Letter”), by and among the Lenders and the Borrower, as agreed

to and acknowledged by the Administrative Agent;

(b)

receipt by the Lenders of the fees payable on the date hereof as specified in the

Lender Fee Letter to the extent invoiced at least one (1) Business Day prior to the Effective Date;

(c)

receipt by Mayer Brown of its reasonable and documented fees and out-of-pocket

expenses incurred in connection with the closing of the transactions contemplated by this

Amendment to the extent invoiced at least one (1) Business Day prior to the Effective Date; and

(d)

payment of all fees and other amounts due and payable on or prior to the date hereof

pursuant to the Facility Documents.

SECTION 7. Miscellaneous.

(a)

This Amendment may be executed in any number of counterparts and by different

parties hereto on separate counterparts, each of which counterparts, when so executed and

delivered, shall be deemed to be an original and all of which counterparts, taken together, shall

(b)

This Amendment may not be amended or otherwise modified except as provided

in the Agreement.

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constitute but one and the same agreement. Delivery of an executed signature page of this

Amendment by facsimile or other electronic transmission shall be effective as delivery of a

manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in or relating to any document to be signed in connection with this

Amendment and all other documents to be executed in connection with this Amendment shall be

deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form,

each of which shall be of the same legal effect, validity or enforceability as a manually executed

signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case

may be, to the extent and as provided for in any applicable law, including the Federal Electronic

Signatures in Global and National Commerce Act, the New York State Electronic Signatures and

Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act;

provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures

in any form or format without its prior written consent (it being understood that the Administrative

Agent has agreed, for purposes of this Amendment and all other documents to be executed in

connection with this Amendment, to accept Electronic Signatures delivered via “Adobe Sign” or

“Docusign”). For purposes of this Amendment and all other documents to be executed in

connection with this Amendment, “Electronic Signature” means an electronic symbol or process

attached to, or associated with, a contract or other record and adopted by a Person with the intent

to sign, authenticate or accept such contract or record. Each party agrees that this Amendment and

all other documents to be executed in connection with this Amendment may be electronically

signed, and that any Electronic Signatures appearing on this Amendment and all other documents

to be executed in connection with this Amendment are the same as handwritten signatures for the

purposes of validity, enforceability, and admissibility.

(c)

The failure or unenforceability of any provision hereof shall not affect the other

provisions of this Amendment.

(d)

This Amendment is a Facility Document and all references to a “Facility

Document” in the Agreement and the other Facility Documents shall be deemed to include this

Amendment.

(e)

This Amendment represents the final agreement between the parties only with

respect to the subject matter expressly covered hereby and may not be contradicted by evidence of

prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten

oral agreements between the parties.

(f)

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE

PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR

CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED

UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER

FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS

EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED

HEREBY AND THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(g)

Each of the Borrower, the Collateral Manager, the Administrative Agent, and the

Lenders hereby consents to and directs each of the Collateral Administrator, the Collateral Agent,

[Signature Pages Follow]

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the Document Custodian and the Custodian to execute this Amendment and acknowledges and

agrees that each of the Collateral Administrator, the Collateral Agent, the Document Custodian

and the Custodian shall be fully protected in relying upon the foregoing consent and direction and

hereby releases each of the Collateral Administrator, the Collateral Agent, the Document

Custodian and the Custodian and its respective officers, directors, agents, employees and

shareholders, as applicable, from any liability for complying with such direction, including but not

limited to any claim that this Amendment is not authorized or permitted by the Agreement or the

Facility Documents or any claim that some or all of the conditions precedent to the execution of

this Amendment have not been complied with. Each of the Collateral Administrator, the Collateral

Agent, the Document Custodian and the Custodian are entitled to the benefit of every provision of

the Agreement relating to the conduct of, affecting the liability of or affording protection to the

Collateral Administrator, the Collateral Agent, the Document Custodian and the Custodian in

entering into this Amendment.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed

by their respective officers thereunto duly authorized, as of the date first written above.

BORROWER:

MSCC FUNDING I, LLC

By:

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

COLLATERAL MANAGER:

MAIN STREET CAPITAL CORPORATION

By:

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

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Third Amendment to Credit Agreement

/s/ Ryan R. Nelson

COLLATERAL ADMINISTRATOR:

VIRTUS GROUP, LP

By: Rocket Partners Holdings, LLC, its General

Partner

COLLATERAL AGENT,

DOCUMENT CUSTODIAN AND

CUSTODIAN:

CITIBANK, N.A.

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Third Amendment to Credit Agreement

By: /s/ Heleen Brody

Name: Heleen Brody

Title: SE Product Line Manager

By: /s/ Azenth Olvera-Bravo

Name: Azenth Olvera-Bravo

Title: Senior Trust Officer

________________________________________________

ADMINISTRATIVE AGENT,

SWINGLINE LENDER AND

LENDER:

TRUIST BANK

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Third Amendment to Credit Agreement

By: /s/ Richard T. Zell

Name: Richard T. Zell

Title: Director

________________________________________________

LENDER:

FIRST FINANCIAL BANK

LENDER:

APPLE BANK

LENDER:

ZIONS BANCORPORATION N.A. DBA

AMEGY BANK

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Third Amendment to Credit Agreement

By: /s/ Mike Mendenhall

Name: Mike Mendenhall

Title: Managing Director

By: /s/ Burt Feinberg

Name: Burt Feinberg

Title: Managing Director

By: /s/ Brad Ellis

Name: Brad Ellis

Title: SVP

________________________________________________

LENDER:

EVERBANK, N.A.

By: /s/ Frank Martino

Name: Frank Martino

Title: Director

LENDER:

WESTERN ALLIANCE BANK

By: /s/ Grant Pritchard

Name: Grant Pritchard

Title: Managing Director

SOLELY WITH RESPECT TO

SECTION 3, SUCCESSOR

COLLATERAL AGENT,

SUCCESSOR COLLATERAL

ADMINISTRATOR, SUCCESSOR

DOCUMENT CUSTODIAN AND

SUCCESSOR CUSTODIAN:

WESTERN ALLIANCE TRUST COMPANY,

N.A.

By: /s/ Jennifer Kelley

Name: Jennifer Kelley

Title: Senior Transaction Manager

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Third Amendment to Credit Agreement

________________________________________________

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ANNEX A

See Attached

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CONFORMED THROUGH SECONDTHIRD AMENDMENT

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REVOLVING CREDIT AND SECURITY AGREEMENT1

among

MSCC FUNDING I, LLC,

as Borrower,

Main Street Capital Corporation,

as Collateral Manager

the Lenders from time to time parties hereto,

Truist Bank,

as Administrative Agent and Swingline Lender

CITIBANK, N.A.,

as Collateral Agent, as Document Custodian and as Custodian

and

Virtus Group, LP,

as Collateral Administrator

Dated as of November 22, 2022

1 Effective as of the Resignation Effective Date, all (1) references to and (2) notice addresses for (a) Citibank, N.A.,

as the Collateral Agent, Document Custodian and Custodian and (b) Virtus Group, L.P., as the Collateral

Administrator, in this Revolving Credit and Security Agreement, the exhibits and schedules attached hereto, and the

other Facility Documents shall be deleted in their entirety and replaced by references to and notice addresses for

Western Alliance Trust Company, N.A., as Collateral Agent, Collateral Administrator, Document Custodian and

Custodian.

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Table of Contents

Section

Heading

Page

ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS1

Section 1.01.

Section 1.02.

Section 1.03.

Section 1.04.

Section 1.05.

Section 1.06.

Definitions1

Rules of Construction58

Computation of Time Periods58

Collateral Value Calculation Procedures59

Divisions60

Rates61

ARTICLE II ADVANCES61

Section 2.01.

Section 2.02.

Section 2.03.

Section 2.04.

Section 2.05.

Section 2.06.

Section 2.07.

Section 2.08.

Section 2.09.

Section 2.10.

Section 2.11.

Revolving Credit Facility61

Making of the Advances62

Evidence of Indebtedness62

Payment of Principal and Interest63

Prepayment of Advances64

Changes of Commitments65

Maximum Lawful Rate65

Several Obligations65

Increased Costs66

Compensation; Breakage Payments67

Illegality; Inability to Determine Rates; Benchmark

Replacement Setting68

Rescission or Return of Payment70

Past Due Interest71

Payments Generally71

Refunding of Swingline Advances71

Defaulting Lenders72

Replacement of Lenders74

Increase in Facility Amount75

Section 2.12.

Section 2.13.

Section 2.14.

Section 2.15.

Section 2.16.

Section 2.17.

Section 2.18.

ARTICLE III CONDITIONS PRECEDENT76

Section 3.01.

Section 3.02.

Conditions Precedent to Initial Advances76

Conditions Precedent to Each Borrowing78

ARTICLE IV REPRESENTATIONS AND WARRANTIES79

Section 4.01.

Section 4.02.

Representations and Warranties of the Borrower79

Representations and Warranties of the Collateral Manager83

ARTICLE V COVENANTS86

Section 5.01.

Section 5.02.

Section 5.03.

Section 5.04.

Section 5.05.

Affirmative Covenants of the Borrower86

Negative Covenants of the Borrower91

Affirmative Covenants of the Collateral Manager94

Negative Covenants of the Collateral Manager97

Certain Undertakings Relating to Separateness97

ARTICLE VI EVENTS OF DEFAULT99

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Section 6.01.

Section 6.02.

Events of Default99

Collateral Manager Termination Events103

ARTICLE VII PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL

AGENT104

Section 7.01.

Section 7.02.

Section 7.03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Grant of Security104

Release of Security Interest106

Rights and Remedies106

Remedies Cumulative107

other Facility Documents.

“Collateral Interest Amount” means, as of any date of determination, without duplication,

the aggregate amount of Interest Proceeds that has been received or that is expected to be received

according to the Related Documents (other than Interest Proceeds expected to be received from

Defaulted Collateral Loans, Ineligible Collateral Loans or Interest Proceeds the Collateral

Manager does not expect to be received on schedule), in each case during the

780461396 22723957

“Collateral Default Ratio” means, on any date of determination, the percentage

equivalent of a fraction (i) the numerator of which is equal to the sum for each Collateral Loan

that became a Defaulted Collateral Loan after the Closing Date during the immediately prior 12-

month period (or such shorter period as shall have elapsed since the Closing Date) of the product

of (a) the Principal Balance of such Collateral Loan multiplied by (b) 1 minus the applicable

Recovery Rate for each such Collateral Loan, and (ii) the denominator of which is equal to (a) the

sum of the Principal Balances of all Eligible Collateral Loans as of the first day of each month

during the immediately preceding 12 months (or such shorter period as shall have elapsed since

the Closing Date), divided by (b) 12; provided that, for purposes of calculating the Collateral

Default Ratio, (x) for any date of determination during the Ramp-Up Period, the denominator in

the preceding clause (ii) shall be deemed to equal the Facility Amount then in effect, and (y) for

any date of determination after the Ramp-Up Period, if the immediately prior 12-month period

includes dates occurring during the Ramp-Up Period, the calculation solely with respect to the

denominator shall be equal to the average Aggregate Principal Balances of all Eligible Collateral

Loans as of the first day of each calendar month occurring after the Ramp-Up Period.

Collection Period (and, if such Collection Period does not end on a Business Day, the next

succeeding Business Day) in which such date of determination occurs.

“Collateral Loan” means a loan, debt obligation or debt security acquired by the

Borrower.

“Collateral Management Fees” means, collectively, Senior Collateral Management Fees

and Subordinated Collateral Management Fees.

“Collateral Manager” has the meaning assigned to such term in the introduction to this

Agreement.

“Collateral Manager Expense Cap” means, for any rolling twelve (12) month period,

Collateral Manager Expenses in an amount equal to $100,000.

“Collateral Manager Expenses” means, for any Interest Accrual Period, the out-

of-pocket expenses incurred by the Collateral Manager in connection with the Facility

Documents.

“Collateral Manager Termination Event” means the occurrence of any of the events, acts

or circumstances set forth in Section 6.02.

“Collateral Manager Termination Notice” has the meaning assigned to such term in

Section 6.02.

“Collateral Quality Test” means a test that is satisfied if, as of any date of determination

after the end of the Ramp-Up Period, in the aggregate, the Collateral Loans owned (or, in relation

to a proposed purchase of a Collateral Loan, both owned and proposed to be owned) by the

780461396 22723957

“Collateral Management Standard” means, with respect to any Collateral Loans included

in the Collateral, to service and administer such Collateral Loans in accordance with the Related

Documents and all customary and usual servicing practices (a) which are consistent with the higher

of: (i) the customary and usual servicing practices that a prudent loan investor or lender would use

in servicing loans like the Collateral Loans for its own account, and (ii) the same care, skill,

prudence and diligence with which the Collateral Manager services and administers loans for its

own account or for the account of others with similar investment objectives and strategies; and (b)

without regard to: (i) any relationship that the Collateral Manager or any Affiliate of the Collateral

Manager may have with any Obligor or any Affiliate of any Obligor, (ii) the Collateral Manager’s

obligations to incur servicing and administrative expenses with respect to a Collateral Loan, (iii)

the Collateral Manager’s right to receive compensation for its services hereunder or with respect

to any particular transaction, (iv) the ownership by the Collateral Manager or any Affiliate thereof

of any retained interest or one or more loans of the same class as any Collateral Loans, (v) the

ownership, servicing or management for others by the Collateral Manager of any other loans or

property by the Collateral Manager, or (vi) any relationship that the Collateral Manager or any

Affiliate of the Collateral Manager may have with any holder of other loans of the Obligor with

respect to such Collateral Loans.

Borrower satisfy, or if not satisfy, maintain or improve, each of the tests set forth below,

calculated, in each case, in accordance with Section 1.04:

(a)

the Weighted Average Spread Test;

(b)

the Weighted Average Coupon Test;

(c)

the Weighted Average Life Test; and

(d)

the Weighted Average EBITDA Test.

For the avoidance of doubt, the Collateral Quality Tests shall be deemed inapplicable during the

Ramp-Up Period.

“Collection Account” has the meaning assigned to such term in Section 8.02 and includes

the Principal Collection Account and the Interest Collection Account.

“Collection Date” means the date on which the aggregate outstanding principal amount

of the Advances have been repaid in full and all Interest and fees and all other Obligations (other

than contingent indemnification and reimbursement obligations which are unknown, unmatured

and/or for which no claim giving rise thereto has been asserted) have been paid in full, and the

Borrower shall have no further right to request any additional Advances.

“Collection Period” means, with respect to any Payment Date, the period commencing

the day immediately following the prior Collection Period (or on the Closing Date, in the case of

the Collection Period relating to the first Payment Date) and ending eight (8) Business Days after

the last day of the month or, in the case of the Collection Period immediately preceding the Final

Maturity Date or the Collection Period immediately preceding an optional prepayment in whole

of the Advances, ending on the Business Day preceding the Final Maturity Date or the date of

such prepayment, respectively.

“Collections” means all cash collections, distributions, payments and other amounts

received, and to be received, by the Borrower from any Person in respect of any Collateral Loans

constituting Collateral, including all principal, interest, fees, distributions and redemption and

withdrawal proceeds payable to the Borrower under or in connection with any such Collateral

Loans and all Proceeds from any sale or disposition of any such Collateral Loans.

“Commitment Fees” has the meaning assigned to such term in the Lender Fee Letter.

780461396 22723957

“Commitment” means, as to each Lender, the obligation of such Lender to make, on and

subject to the terms and conditions hereof, Advances to the Borrower pursuant to Section 2.01 in

an aggregate principal amount at any one time outstanding for such Lender up to but not exceeding

the amount set forth opposite the name of such Lender on Schedule 1 or in the Assignment and

Acceptance or Lender Joinder Agreement pursuant to which such Lender shall have assumed its

Commitment, as applicable, as such amount may be reduced from time to time pursuant to Section

2.06, increased from time to time pursuant to Section 2.18 or increased or reduced from time to

time pursuant to assignments effected in accordance with Section 16.06.

“Commitment Termination Date” means the last day of the Reinvestment Period.

(a)

not more than 5.00% may consist of Collateral Loans that are issued by a

single Obligor and its Affiliates, except that (i) up to 6.67% may consist of Collateral

Loans issued by each of the three largest single Obligors and their respective Affiliates

and (ii) up to 6.0% may consist of Collateral Loans issued by each of the fourth and fifth

largest single Obligors and their respective affiliates;

(b)

not more than 10.00% may consist of Collateral Loans that are issued by

Obligors and their Affiliates that belong to any single GICS Industry Group Classification,

except that (i) up to 25.00% may consist of Collateral Loans with Obligors and their

Affiliates in the largest GICS Industry Group Classification and (ii) up to 15.00% may

consist of Collateral Loans with Obligors and their Affiliates in each of the second and

third largest GICS Industry Group Classifications;

(c)

not more than 10.00% may consist of Second Lien Loans and Split Lien

Loans, collectively; provided that not more than 5.00% may consist of Second Lien Loans;

(d)

not more than 5.00% may consist of DIP Loans;

(e)

not more than 10.00% may consist of Collateral Loans whose Obligors are

domiciled in Canada;

(f)

not more than 10.00% may consist of Partial PIK Loans;

(g)

not more than 20.00% may consist of Revolving Collateral Loans and

Delayed Drawdown Collateral Loans, collectively;

(h)

not more than 10.00% may consist of Discount Collateral Loans;

(i)

not more than 25.00% may consist of Credit Improved Loans;

(j)

not more than 10.00% may consist of Collateral Loans that provide for

payment of interest less frequently than quarterly;

780461396 22723957

“Concentration Limitations” means, as of any date of determination, the following

limitations (calculated without duplication) as applied to the Aggregate Collateral Balance of the

Eligible Collateral Loans (including, for Delayed Drawdown Collateral Loans and Revolving

Collateral Loans, the unfunded commitments thereunder) owned (or, in relation to a proposed

purchase of an Eligible Collateral Loan, proposed to be owned) by the Borrower, calculated as a

percentage of (i) during the Ramp-Up Period, the Facility Amount then in effect and (ii) thereafter,

the Aggregate Principal Balance of all Eligible Collateral Loans (including, for Delayed

Drawdown Collateral Loans and Revolving Collateral Loans, the unfunded commitments

thereunder) owned by the Borrower (after giving effect to any proposed purchase of Eligible

Collateral Loans):

(k)

not more than 3.00% may consist of Collateral Loans with attached equity

kickers (which shall exclude equity co-investments);

(l)except in the case of Haircut Collateral Loans, not more than 25.00% may

consist of Collateral Loans whose Obligors have an EBITDA that is less than

$10,000,000;

(m)

except in the case of Haircut Collateral Loans, not more than 15.00% may

consist of Collateral Loans that exceed one or more of the following limits: (i) the Obligor

on such Collateral Loan is a Tier 1 Obligor and has (x) with respect to a Collateral Loan

(n)

not more than 15.00% may consist of Collateral Loans that, at the time of

acquisition thereof by the Borrower or the Borrower’s commitment to acquire the same,

were LBO Loans;

(o)

not more than 10.00% may consist of Fixed Rate Loans; and

(p)

not more than 30% in the aggregate may consist of Collateral Loans that

are issued by the five largest Obligors and their respective Affiliates, collectively.

780461396 22723957

other than a Stretch Senior Loan, (A) a Senior Leverage Ratio greater than 5.00x, or (B) a

Total Leverage Ratio greater than 7.00x, or (y) with respect to a Stretch Senior Loan, a

Total Leverage Ratio greater than 6.00x; (ii) the Obligor on such Collateral Loan is a Tier

2 Obligor and has (x) with respect to a Collateral Loan other than a Stretch Senior Loan,

(A) a Senior Leverage Ratio greater than 4.25x, or (B) a Total Leverage Ratio greater than

6.00x, or (y) with respect to a Stretch Senior Loan, a Total Leverage Ratio greater than

5.25x; or (iii) the Obligor on such Collateral Loan is a Tier 3 Obligor and has (x) with

respect to a Collateral Loan other than a Stretch Senior Loan,

(A) a Senior Leverage Ratio greater than 3.75x, or (B) a Total Leverage Ratio greater than

5.00x, or (y) with respect to a Stretch Senior Loan, a Total Leverage Ratio greater than

4.50x;

“Conforming Changes” means, with respect to either the use or administration of Term

SOFR or the use, administration, adoption or implementation of any Benchmark Replacement,

any technical, administrative or operational changes (including changes to the definition of “Base

Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business

Day”, the definition of “Interest Accrual Period” or any similar or analogous definition (or the

addition of a concept of “interest period”), timing and frequency of determining rates and making

payments of interest, timing of borrowing requests or prepayment, conversion or continuation

notices, the applicability and length of lookback periods, the applicability of Section

2.09 and other technical, administrative or operational matters) that the Administrative Agent

decides (in consultation with the Borrower) may be appropriate to reflect the adoption and

implementation of any such rate or to permit the use and administration thereof by the

Administrative Agent in a manner substantially consistent with market practice (or, if the

Administrative Agent decides that adoption of any portion of such market practice is not

administratively feasible or if the Administrative Agent determines that no market practice for the

administration of any such rate exists, in such other manner of administration as the

Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in

connection with the administration of this Agreement and the other Facility Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or

measured by net income (however denominated) or that are franchise Taxes or branch profits

Taxes.

“Constituent Documents” means in respect of any Person, the certificate or articles of

formation or organization, the limited liability company agreement, operating agreement,

partnership agreement, joint venture agreement or other applicable agreement of formation or

organization (or equivalent or comparable constituent documents) and other organizational

documents and by-laws and any certificate of incorporation, certificate of formation, certificate

of limited partnership and other agreement or similar instrument filed or made in connection with

its formation or organization.

“Contribution Notice” has the meaning assigned to such term in Section 10.05.

“Control” means the direct or indirect possession of the power to direct or cause the

direction of the management or policies of a Person, whether through ownership, by contract,

arrangement or understanding, or otherwise. “Controlled” and “Controlling” have the meaning

correlative thereto.

“Coverage Test” means each of (i) the Maximum Advance Rate Test and (ii) the Interest

Coverage Ratio Test.

“Covered Account” means each of the Collection Account (including, the Interest

Collection Account and, the Principal Collection Account therein), the Payment Account, the

Revolving Reserve Account and the Custodial Account and any subaccounts thereof.

“Credit Improved Loan” means:

(a)

with respect to any Defaulted Collateral Loan, after the date on which such

loan became a Defaulted Collateral Loan (other than as a result of a Material Modification),

(i) it is current on all required payments for a period of three months (if such loan pays

monthly), two quarters (if such loan pays quarterly) or one year (if such

780461396 22723957

“Covenant Lite Loan” means a Collateral Loan that does not require the Obligor to comply

with at least one of the following financial covenants during each financial covenant reporting

period applicable to such Collateral Loan, whether or not any action by, or event relating to, the

Obligor has occurred: maximum leverage, maximum senior leverage, maximum first lien

leverage, minimum fixed charge coverage, minimum tangible net worth, minimum net worth,

minimum debt service coverage, minimum interest coverage, maximum capital expenditures,

minimum EBITDA, or other customary financial covenants; provided that, notwithstanding the

foregoing, a Collateral Loan shall be deemed not to be a Covenant Lite Loan if the Related

Documents with respect to such Collateral Loan contain a cross-default provision to, or such

Collateral Loan is pari passu with, another loan of the related Obligor forming part of the same

loan facility that requires such Obligor to comply with one or more of the foregoing financial

covenants.

loan pays semiannually) and (ii) it would satisfy the definition of Eligible Collateral Loan

(other than clause (k) or clause (dd) thereof) if purchased at such time; and

(b)

with respect to any Collateral Loan which has been the subject of a Material

“Credit Improved Loan Collateral Loan Balance” means, for each Credit Improved Loan

constituting an Eligible Collateral Loan, at any time, the lesser of (a) such Credit Improved Loan’s

Principal Balance and (b) such Credit Improved Loan’s Market Value.

“Current Modified Loan” means a Collateral Loan that as of the date such Collateral Loan

is modified (A) has been current on all required payments for a period of three months (if such

Collateral Loan pays monthly), two quarters (if such Collateral Loan pays quarterly) or one year

(if such Collateral Loan pays semiannually) and (B) would satisfy the definition of Eligible

Collateral Loan (other than clause (dd) thereof) if purchased on such modification date.

“Custodial Account” means the custodial account established pursuant to Section 8.03(b).

“Custodian” has the meaning assigned to such term in the introduction to this Agreement.

“Custodian Termination Notice” is defined in Section 14.05.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate

(which will include a lookback) being established by the Administrative Agent in accordance with

the conventions for this rate selected or recommended by the Relevant Governmental Body for

determining “Daily Simple SOFR” for syndicated business loans; provided, that if the

Administrative Agent decides that any such convention is not administratively feasible for the

Administrative Agent, then the Administrative Agent may establish another convention in its

reasonable discretion.

“Data File” has the meaning assigned to such term in Section 8.06(a).

“Debt to Capitalization Ratio” means, with respect to any Collateral Loan, the ratio of

total indebtedness to total capitalization of the related Obligor as calculated by the Collateral

Manager in good faith using information from and calculations consistent with the relevant

financial models, pro forma financial statements, compliance statements and financial reporting

packages provided by the relevant Obligor as per the requirements of the Related Documents.

780461396 22723957

Modification, either (i) after the date on which such loan became a Collateral Loan which

is the subject of a Material Modification, (A) it is current on all required payments for a

period of three months (if such loan pays monthly), two quarters (if such loan pays

quarterly) or one year (if such loan pays semiannually) and (B) it would satisfy the

definition of Eligible Collateral Loan (other than clause (k) thereof as a result of such

Collateral Loan being subject to a Material Modification) if purchased at such time, or

(ii) the Administrative Agent has consented in writing to such Collateral Loan no longer

constituting a loan which has been the subject of a Material Modification hereunder.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation,

conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,

receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other

applicable jurisdictions from time to time in effect.

“Default” means any event or circumstance which, with the passage of time, the giving

of notice, or both, would (if not cured or otherwise remedied during such time) constitute an Event

of Default.

“Defaulted Collateral Loan” means any Collateral Loan as to which any of the following

occurs:

(a)

a default as to all or any portion of one or more payments of principal,

interest or commitment fees has occurred (giving effect to any grace period applicable

thereto but in no event exceeding ten (10) Business Days past the applicable due date);

(b)

a default (other than a payment default described in clause (a) above) has

occurred under the applicable Related Documents and for which the Borrower (or the

administrative agent or required lenders pursuant to the Related Documents, as applicable)

has elected to exercise any of its rights and remedies under such Related Documents

(including, but not limited to, acceleration, foreclosing on collateral, or the imposition of

default pricing for a period of greater than two months);

(c)

except in the case of a DIP Loan, the related Obligor of such Collateral

Loan is subject of an Insolvency Event (without giving effect to any grace period set forth

in such definition);

(d)

any portion of principal and/or interest payable thereunder has been waived

or forgiven (other than default interest) by the holders of such obligation;

(e)

the Collateral Manager has reasonably determined in accordance with the

Collateral Management Standard that such Collateral Loan is not collectible or should be

placed on “non-accrual” status; or

(f)

a Material Modification (subject to clause (i) of the proviso contained in

the definition thereof);

provided that a Collateral Loan that meets the criteria for a Credit Improved Loan shall no longer

be characterized as a Defaulted Collateral Loan hereunder.

780461396 22723957

“Defaulted Collateral Loan Balance” means, for each Defaulted Collateral Loan, at any

time, the lesser of (a) the current Market Value of such Defaulted Collateral Loan and (b) the

product of (i) the Recovery Rate of such Defaulted Collateral Loan and (ii) the Principal Balance

of such Defaulted Collateral Loan; provided that the Defaulted Collateral Loan Balance shall be

zero if such loan (x) is a Defaulted Collateral Loan pursuant to the definition thereof for six (6)

consecutive months or (y) is a Defaulted Collateral Loan pursuant to clause (d) of the definition

thereof or pursuant to clauses (b) or (e) of the definition of “Material Modification”; provided

further that any Defaulted Collateral Loan that meets the criteria to qualify as a Credit Improved

Loan shall no longer be characterized as a Defaulted Collateral Loan and shall instead be

characterized as a Credit Improved Loan; provided further that the Market Value of any Defaulted

Collateral Loan determined under clause (a) shall be subject to the Administrative Agent’s right

to challenge such value in its sole discretion; provided further that the Collateral Manager shall

have the right to dispute such challenge by providing the Administrative Agent with an Appraisal

(at the expense of the Borrower), which Appraisal shall constitute the Market Value of such

Defaulted Collateral Loan from and after receipt of such Appraisal.

780461396 22723957

“Defaulting Lender” means, subject to Section 2.16, any Lender that (a) has failed to (i)

fund all or any portion of its Advances (including its participation in a Swingline Advance)

within two (2) Business Days of the date such Advances were required to be funded hereunder

unless such Lender notifies the Administrative Agent and the Borrower in writing that such

failure is the result of such Lender’s good faith determination that one or more conditions

precedent to funding (each of which conditions precedent, together with any applicable default,

shall be specifically identified in such writing) has not been satisfied or (ii) pay to the

Administrative Agent or any other Lender any other amount required to be paid by it hereunder

within two (2) Business Days of the date when due, (b) has notified the Borrower or the

Administrative Agent in writing that it does not intend to comply with its funding obligations

hereunder, or has made a public statement to that effect (unless such writing or public statement

relates to such Lender’s obligation to fund an Advance (including participation in a Swingline

Advance) hereunder and states that such position is based on such Lender’s determination that a

condition precedent to funding (which condition precedent, together with any applicable default,

shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has

failed, within three (3) Business Days after written request by the Administrative Agent or the

Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply

with its prospective funding obligations hereunder (provided that such Lender shall cease to be a

Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the

Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company

that has, at any time after the Closing Date (i) become the subject of a proceeding under any

Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee,

administrator, assignee for the benefit of creditors or similar Person charged with reorganization

or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or

any other state or federal regulatory authority acting in such a capacity or (iii) become the subject

of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of

the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent

company thereof by a Governmental Authority so long as such ownership interest does not result

in or provide such Lender with immunity from the jurisdiction of courts within the United States

or from the enforcement of judgments or writs of attachment on its assets or permit such Lender

(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or

agreements made with such Lender. Any determination by the Administrative Agent that a

Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be

conclusive and binding absent manifest error, and such Lender shall be deemed to be a

Defaulting Lender (subject to Section 2.16(b)) upon delivery of written notice of such

determination to the Borrower and each Lender.

“Delayed Drawdown Collateral Loan” means a Collateral Loan that (a) requires

(whether or not subject to satisfaction of certain conditions precedent in the applicable Related

Documents) the Borrower to make one or more future advances to the Obligor under the Related

Documents, (b) specifies a maximum amount that can be borrowed on one or more fixed

borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the

Obligor thereunder, provided that any such Collateral Loan will be a Delayed Drawdown

Collateral Loan only to the extent of undrawn commitments and solely until all commitments by

the Borrower to make advances on such Collateral Loan to the Obligor under the Related

Documents expire or are terminated or are reduced to zero.

“Deliver” or “Delivered” or “Delivery” means the taking of the following steps:

(a)

in the case of each Instrument, causing the Custodian to maintain

continuous possession of such Instrument;

(b)

in the case of each Certificated Security (other than a Clearing

Corporation Security):

(i)

causing the delivery of such Certificated Security to the Custodian

(or, for any such items which are promissory notes or other evidence representing

a loan obligation, the Document Custodian) by registering the same in the name of

the Custodian or its affiliated nominee or by endorsing the same to the Custodian

or in blank;

(ii) causing the Custodian to indicate continuously on its books and

records that such Certificated Security is credited to the applicable Covered

Account; and

(iii)

causing the Custodian to maintain continuous possession of such

Certificated Security;

(c)

in the case of each Uncertificated Security (other than a Clearing

Corporation Security):

(i)

causing such Uncertificated Security to be continuously registered

on the books of the issuer thereof to the Custodian; and

(ii)

causing the Custodian to indicate continuously on its books and

records that such Uncertificated Security is credited to the applicable Covered

Account;

(d)

in the case of each Clearing Corporation Security:

(i)

causing the relevant Clearing Corporation to credit such Clearing

Corporation Security to the securities account of the Custodian, and

(ii) causing the Custodian to indicate continuously on its books and

records that such Clearing Corporation Security is credited to the applicable

Covered Account;

780461396 22723957

(e)

in the case of each security issued or guaranteed by the United States of

America or agency or instrumentality thereof and that is maintained in book-entry records

of a Federal Reserve Bank (“FRB”) (each such security, a “Government Security”):

(i)

causing the creation of a Security Entitlement to such Government

Security by the credit of such Government Security to the securities account of the

Custodian at such FRB, and

(ii) causing the Custodian to indicate continuously on its books and

records that such Government Security is credited to the applicable Covered

Account;

(f)

in the case of each Security Entitlement not governed by clauses (a)

through (e) above:

(i)

causing a Securities Intermediary (x) to indicate on its books and

records that the underlying Financial Asset has been credited to the appropriate

Covered Account, (y) to receive a Financial Asset from a Securities Intermediary

or to acquire the underlying Financial Asset from a Securities Intermediary, and in

either case, accepting it for credit to the appropriate Covered Account or (z) to

become obligated under any other Law to credit the underlying Financial Asset to

a Securities Intermediary’s securities account,

(ii)

causing such Securities Intermediary to make entries on its books

and records continuously identifying such Security Entitlement as belonging to the

Custodian and continuously indicating on its books and records that such Security

Entitlement is credited to one of the Covered Accounts, which shall at all times be

a securities account, and

(iii)

causing the Custodian to indicate continuously on its books and

records that such Security Entitlement (or all rights and property of the Custodian

representing such Security Entitlement) is credited to the applicable Covered

Account;

(g)

in the case of Cash or Money:

(i)

causing the delivery of such Cash or Money to the Custodian,

(ii)

causing the Custodian to credit such Cash or Money to a “securities

account” (as defined in Section 8-501(a) of the UCC), which may be a component

account of the applicable Covered Account, in accordance with Article 9 of the

UCC, pursuant to agreement by the Custodian to treat such Cash or Money as a

Financial Asset, and

(iii) causing the Custodian to indicate continuously on its books and

records that such Cash or Money is credited to the applicable Covered Account;

780461396 22723957

(h)

with respect to such of the Collateral as constitutes an account or general

intangible or is not otherwise described in the foregoing clauses (a) through (g), causing

to be filed with the Delaware Secretary of State a properly completed UCC financing

statement that names the Borrower as debtor and the Collateral Agent as secured party and

that describes such Collateral (which financing statement may have been previously filed)

or any equivalent filing in any applicable jurisdiction; or

(i)

in the case of each of clauses (a) through (h) above, such additional or

alternative procedures as may hereafter become appropriate to perfect the security interest

granted to the Collateral Agent hereunder in such items of the Collateral, consistent with

Applicable Law.

In addition, the Collateral Manager on behalf of the Borrower will obtain any and all

consents required by the Related Documents relating to any Instruments, accounts or general

intangibles for the transfer of ownership and/or pledge hereunder (except to the extent that the

requirement for such consent is rendered ineffective under Section 9-406 of the UCC).

“Deposit Placement Program” means a network of FDIC-insured depository institutions

and/or their affiliates who are FDIC-insured depository institutions (as defined in Section 3 of the

Federal Deposit Insurance Act), that have entered into agreements with IntraFi Network LLC

and/or its successors or assigns to collect and/or place deposits with the purpose of providing each

participating institution’s depositors increased access to FDIC deposit insurance.

“Designation Date” means, with respect to each Collateral Loan, the first date on which

the Collateral Loan is included in the Borrowing Base, as referenced in a Borrowing Base

Calculation Statement.

“Determination Date” means the last day of each Collection Period.

“DIP Loan” means an obligation:

(a)

obtained or incurred after the entry of an order of relief in a case pending

under Chapter 11 of the Bankruptcy Code,

(b)

to a debtor in possession as described in Chapter 11 of the Bankruptcy Code

or a trustee (if appointment of such trustee has been ordered pursuant to Section 1104 of

the Bankruptcy Code),

(c)

on which the related Obligor is required to pay interest and/or principal on

a current basis, and

(d)

approved by a Final Order or Interim Order of the bankruptcy court so long

as such obligation is (A) fully secured by a lien on the debtor’s otherwise unencumbered

assets pursuant to Section 364(c)(2) of the Bankruptcy Code, (B) fully secured by a lien

of equal or senior priority on property of the debtor estate that is otherwise subject to a

lien pursuant to Section 364(d) of the Bankruptcy Code or (C) is secured by a junior lien

on the debtor’s encumbered assets (so long as such loan is fully

780461396 22723957

secured based on the most recent current valuation or appraisal report, if any, of the

debtor).

“Discount Collateral Loan” means any Collateral Loan having a purchase price of less

than 95% of par.

“Document Custodian” means Citibank, N.A. when acting in the role of a custodian of

the Related Documents hereunder.

“Document Custodian Facilities” means the office of the Document Custodian specified

on Schedule 5.

“Document Custodian Termination Notice” is defined in Section 13.05.

“Dollars” and “$” mean lawful money of the United States of America.

“Due Date” means each date on which any payment is due on a Collateral Loan in

accordance with its terms.

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA Resolution

Authority, (b) any Person established in an EEA Member Country which is a parent of an

institution described in clause (a) of this definition, or (c) any financial institution established in

an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of

this definition and is subject to consolidated supervision with its parent.

780461396 22723957

“EBITDA” means, with respect to any Relevant Test Period and any Collateral Loan, the

meaning of the term “Adjusted EBITDA”, the term “EBITDA” or any comparable definition in

the Related Documents for such period and Collateral Loan (or, in the case of a Collateral Loan

for which the Related Documents have not been executed, as set forth in the relevant marketing

materials or financial model in respect of such Collateral Loan) as determined in the good faith

discretion of the Collateral Manager, and, in any case that the term “Adjusted EBITDA”, the term

“EBITDA” or such comparable definition is not defined in such Related Documents, an amount,

for the principal Obligor thereunder and any of its parents or subsidiaries that are obligated as

guarantor pursuant to the Related Documents for such Collateral Loan (determined on a

consolidated basis without duplication in accordance with GAAP (and also on a pro forma basis

as determined in good faith by the Collateral Manager in case of any acquisitions)) equal to

earnings from continuing operations for such period plus interest expense, income taxes,

unallocated depreciation and amortization for such period (to the extent deducted in determining

earnings from continuing operations for such period), amortization of intangibles (including

goodwill, financing fees and other capitalized costs), other non-cash charges and organization

costs, extraordinary, one-time and/or non-recurring losses or charges, and any other item the

Collateral Manager and the Administrative Agent deem to be appropriate. Notwithstanding the

foregoing, in no event shall the EBITDA of an Obligor be based solely on prospective or modeled

performance as opposed to historical performance (including pro forma calculations).

“EEA Member Country” means any of the member states of the European Union, Iceland,

Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any

delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Collateral Loan” means a Collateral Loan that meets each of the following

criteria:

(a)

is a First Lien Loan (including, for the avoidance of doubt, a Stretch

Senior Loan), Split First Lien Loan, Split Lien Loan or Second Lien Loan;

(b)

at the time of acquisition thereof by the Borrower, was acquired for a

purchase price of more than 85% of par;

(c)

permits the purchase thereof by or assignment thereof to the Borrower and

the pledge thereof to the Collateral Agent;

(d)

is denominated and payable solely in Dollars;

(e)

principally

the primary Obligor thereon (i.e., the Obligor under which the loan was

underwritten) is domiciled in the United States (or any state, territory or

possession thereof) or Canada (or any province thereof);

(f) no portion thereof (including any conversion option, exchange option,

warrant or other component thereof) is exchangeable or convertible into an Equity

Security at the option of the related Obligor;

(g)

is not an Equity Security or a component of an Equity Security;

(h)

at the time of acquisition thereof by the Borrower, is not the subject of an

offer or call for redemption;

(i)

does not constitute Margin Stock;

(j)

does not subject the Borrower to withholding tax unless the related Obligor

is required to make “gross-up” payments that ensure that the net amount actually received

by the Borrower (after payment of all taxes, whether imposed on such Obligor or the

Borrower) will equal the full amount that the Borrower would have received had no such

taxes been imposed;

(k)

at the time of acquisition thereof by the Borrower, is not a Defaulted

Collateral Loan;

(l)

is not a non-cash payingNon-Cash Paying PIK Loan;

(m)

is not a Zero Coupon Obligation;

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(n)

is not a Covenant Lite Loan;

(o)

is not a Structured Finance Obligation, a bond, a synthetic security, a

finance lease or chattel paper;

(p)

maturity;

provides for the full principal balance to be payable at or prior to its

(q)

is not a participation interest; provided that participation interests may be

acquired by the Borrower within five (5) Business Days of the Closing Date if such

participation interests are elevated to a full assignment within 75 calendar days of

acquisition (and if not so elevated, such Collateral Loan shall no longer constitute an

Eligible Collateral Loan until such Collateral Loan is elevated unless the Administrative

Agent otherwise consents to a longer period);

(r)

has a remaining term to maturity of not more than seven (7) years;

(s)

provides for payment of interest at least semi-annually;

(t)

at the time of acquisition thereof by the Borrower, the obligation of the

related Obligor to pay principal and interest is not contingent on any material non-credit

related risk (such as the occurrence of a catastrophe), as determined by the Collateral

Manager in its sole discretion;

(u)

is not an obligation (other than a Revolving Collateral Loan or a Delayed

Drawdown Collateral Loan) pursuant to which any future advances or payments to the

Obligor may be required to be made by the Borrower;

(v)

will not cause the Borrower or the pool of Collateral to be required to be

registered as an investment company under the Investment Company Act;

(w)

was underwritten based on the enterprise value of the applicable Obligor

and not primarily the value of any real estate securing such Collateral Loan;

(x)

is not an interest only obligation (meaning, for the avoidance of doubt, that

the obligations thereunder constitute only interest payments (e.g., an I/O strip and not an

obligation with a bullet or balloon principal payment));

(y)

is not a letter of credit (other than a Revolving Collateral Loan that includes

a letter of credit sub-facility as long as the Borrower is not the letter of credit issuer with

respect thereto);

(z)

is in “registered” form for U.S. federal income tax purposes;

(aa)

promptly after the acquisition of such Collateral Loan, the Borrower has

delivered to the Document Custodian or the Collateral Administrator, in accordance with

the provisions of Article XII, (i) an executed copy of the Related Documents and (ii) the

780461396 22723957

executed physical note evidencing such Collateral Loan (if any) or a copy of the

assignment or transfer agreement pursuant to which the Borrower acquired its interest;

(bb)

at the time of the Designation Date for such Collateral Loan, has (i) a Tier

1 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a

Senior Leverage Ratio of less than or equal to 5.50x and (B) a Total Leverage Ratio of

less than or equal to 7.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage

Ratio of less than or equal to 6.50x; (ii) a Tier 2 Obligor with (x) in respect of a Collateral

Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of less than or equal

to 4.75x and (B) a Total Leverage Ratio of less than or equal to 6.50x, or

(y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of less than or equal to

5.75x; or (iii) a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of less than or equal to 4.25x and (B) a Total

Leverage Ratio of less than or equal to 5.50x, or (y) in respect of a Stretch Senior Loan, a

Total Leverage Ratio of less than or equal to 5.00x; provided that any such Collateral Loan

that does not meet the criteria in this clause (bb) (but, for the avoidance of doubt, otherwise

constitutes an Eligible Collateral Loan) at any time shall not be considered an Ineligible

Collateral Loan, but shall be considered a Haircut Collateral Loan, hereunder;

(cc) at the time of the Designation Date for such Collateral Loan, has an Obligor

with an EBITDA of at least $5,000,000; provided that any such Collateral Loan that does

not meet the criteria in this clause (cc) (but, for the avoidance of doubt, otherwise

constitutes an Eligible Collateral Loan) at any time after such Designation Date shall not

be considered an Ineligible Collateral Loan, but shall be considered a Haircut Collateral

Loan hereunder;

(dd) at the time of acquisition thereof by the Borrower, has not been more than

thirty (30) days past due with respect to payments of either interest or principal on such

Collateral Loan within the past twelve (12) months;

(ee)

the Related Documents for such Collateral Loan are governed by the Laws

of the United States (or any state thereof) or Canada (or any province thereof); provided

that if such Collateral Loan (i) is owed by an Obligor (other than a guarantor) who is

domiciled (within the meaning of the Civil Code of Quebec) in the Province of Quebec or

whose address (as indicated in the Related Documents) is located in the Province of

Quebec, (ii) in respect of which the Related Documents provide that payments are to made

to an address or a bank account located or maintained in the Province of Quebec or

(iii) in respect of which the Related Documents governing the Collateral Loan contain a

stipulation to the effect that such contract is governed by the laws of the Province of

Quebec, then the Borrower shall have delivered security documentation reasonably

satisfactory to the Administrative Agent; and

(ff)

is not an obligation of an Obligor (or guarantor) engaged in (i) assault

weapons or firearms manufacturing, (ii) payday lending or adult entertainment, (iii) the

gaming industry (other than hospitality and/or resorts development, or the management

thereof or Obligors with ancillary business units that provide services to the gaming

780461396 22723957

industry but who are not primarily involved in such activities) or (iv) the growth and sale

of marijuana.

“Eligible Investments” means any Dollar investment that, at the time it is Delivered

(directly or through an intermediary or bailee), is Cash or one or more of the following obligations

or securities:

(a)

direct interest bearing obligations of, and interest bearing obligations

guaranteed as to timely payment of principal and interest by, the United States or any

agency or instrumentality of the United States, the obligations of which are backed by the

full faith and credit of the United States;

(b)

demand or time deposits in, bank deposit products and certificates of

deposit of, bank deposit products, demand notes of, or bankers’ acceptances issued by any

(c)

commercial paper that (i) is payable in Dollars and (ii) is rated at least “A-

1” by S&P and “P-1” by Moody’s; and

(d)

units of money market funds having a rating of the Highest Required

Investment Category from each of S&P and Moody’s.; and

(e)

interest bearing deposits, including but not limited to Deposit Placement

Programs, in United States Dollars held at Western Alliance Bank or a bank that is

well-capitalized as reflected on the subject bank’s Consolidated Report of Condition and

Income or such other report of condition as is required by the bank’s primary Federal

banking regulator.

780461396 22723957

depository institution or trust company organized under the Laws of the United States or

any State thereof (including any federal or state branch or agency of a foreign depository

institution or trust company) and subject to supervision and examination by federal and/or

state banking authorities (including, if applicable, the Collateral Agent, the Custodian, the

Collateral Administrator or the Administrative Agent or any agent thereof acting in its

commercial capacity); provided that the short-term unsecured debt obligations of such

depository institution or trust company at the time of such investment, or contractual

commitment providing for such investment, are rated at least “A-1” by S&P and “P-1” by

Moody’s;

No Eligible Investment shall have an “f,” “r,” “p,” “pi,” “q,” “sf” or “t” subscript

affixed to its S&P rating. Any such investment may be made or acquired from or through

the Collateral Agent or the Administrative Agent or any of their respective Affiliates, or

any Person for whom the Collateral Agent, the Administrative Agent, the Custodian, the

Collateral Administrator or any of their respective Affiliates provides services and receives

compensation (so long as such investment otherwise meets the applicable requirements of

the foregoing definition of Eligible Investment at the time of acquisition) or acts as offeror

of; provided that, notwithstanding the foregoing clauses (a) through (d), Eligible

Investments may only include obligations or securities that constitute cash equivalents for

purposes of the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from the

definition of “covered fund” for purposes of the Volcker Rule. The

Collateral Agent, the Collateral Administrator, Custodian and Document Custodian shall

have no obligation to determine or oversee compliance with the foregoing or to determine

whether an investment is an “Eligible Investment”.

“Engagement Letter” means that certain engagement letter, dated as of October 11, 2022,

by and between Main Street Capital Corporation and Truist Securities, Inc.

“Equity Security” means any stock or similar security, certificate of interest or

participation in any profit sharing agreement, reorganization certificate or subscription,

transferable share, voting trust certificate or certificate of deposit for an equity security, limited

partnership interest, interest in a joint venture, or certificate of interest in a business trust; any

security future on any such security; or any security convertible, with or without consideration

into such a security, or carrying any warrant or right to subscribe to or purchase such a security;

or any such warrant or right.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from

time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Group” means, with respect to any Person, each controlled group of corporations

or trades or businesses (whether or not incorporated) under common control that is treated as a

single employer under Section 414(b) or (c) of ERISA or, for purposes of Section 302 of ERISA

or Section 412(m) or (o) of the Code, with such Person.

780461396 22723957

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA

or the regulations issued thereunder with respect to a Plan (other than an event for which the thirty

day notice requirement is waived); (b) the failure with respect to any Plan to satisfy the “minimum

funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA);

for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that

any Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or

Section 303 of ERISA); (e) the incurrence by the Borrower or any member of its ERISA Group

of any material liability under Title IV of ERISA with respect to the termination of any Plan; (f)

(i) the receipt by the Borrower or any member of its ERISA Group from the PBGC of a notice of

determination that the PBGC intends to seek termination of any Plan or to have a trustee appointed

for any Plan under Section 4041(c) of ERISA, or (ii) the filing by the Borrower or any member of

its ERISA Group of a notice of intent to terminate any Plan; (g) the incurrence by the Borrower or

any member of its ERISA Group of any material liability (i) with respect to a Plan pursuant to

Sections 4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to Section

4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any

Multiemployer Plan; (h) the receipt by the Borrower or any member of its ERISA Group of any

notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer

Plan is, or is expected to be, in endangered status or critical status, within the meaning of Section

432 of the Code or Section 305 of ERISA or is or is expected to be insolvent, within the meaning

of Title IV of ERISA; or (i) the failure of the Borrower or any member of its ERISA Group to

make any required contribution to a Multiemployer Plan.

“Erroneous Payment” has the meaning assigned to it in Section 12.07(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section

12.07(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 12.07(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section

12.07(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section

12.07(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” means the occurrence of any of the events, acts or circumstances set

forth in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules

and regulations promulgated thereunder, all as from time to time in effect, or any successor law,

rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to

be a reference to any successor statutory or regulatory provision.

780461396 22723957

“Excess Concentration Amount” means, at any time in respect of which any one or more

of the Concentration Limitations are exceeded, the portions (calculated by the Collateral Manager

without duplication) of the Aggregate Collateral Balance of each Eligible Collateral Loan that

cause such Concentration Limitations to be exceeded; provided that (i) any Excess Concentration

Amount related to clause (l) of the definition of Concentration Limitations shall be calculated as

the product of (a) the portions (calculated without duplication) of the Aggregate Collateral

Balance of each Eligible Collateral Loan that causes such Concentration Limitation to be

exceeded, times (b) 1 minus the Recovery Rate applicable to each such Collateral Loan and

(ii) any Excess Concentration Amount related to clause (m) of the definition of Concentration

Limitation shall be calculated as the product of (a) the portions (calculated without duplication)

of the Aggregate Collateral Balance of each Eligible Collateral Loan that causes such

Concentration Limitation to be exceeded, times (b) 1 minus the lower of (x) 90% or (y) the Market

Value applicable to each such Collateral Loan.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a

Secured Party or required to be withheld or deducted from a payment to a Secured Party:

(a) Taxes imposed on or measured by a Secured Party’s net income (however denominated),

franchise Taxes imposed on a Secured Party, and branch profits Taxes imposed on a Secured

Party, in each case, (i) by the jurisdiction (or any political subdivision thereof) under the Laws of

which such Secured Party is organized or in which its principal office is located or, in the case of

any Lender, in which its applicable lending office is located or (ii) that are Other Connection

Taxes, (b) in the case of any Lender, U.S. federal withholding Taxes imposed on amounts payable

to or for the account of such Lender, with respect to any applicable interest in Advances

or Commitments, pursuant to a Law in effect on the date on which (i) such Lender becomes a

party hereto (other than pursuant to an assignment requested by the Borrower under Section 2.17)

or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to

Section 16.03(h), amounts with respect to such Taxes were payable either to such Lender’s

assignor immediately before such Lender became a party hereto or to such Lender immediately

before it changed its lending office, (c) Taxes attributable to such Secured Party’s failure to

comply with Section 16.03(g), and (d) U.S. federal withholding Taxes imposed under FATCA.

“Facility Amount” means (a) on or prior to the Commitment Termination Date,

$600,000,000 (as such amount may be reduced from time to time pursuant to Section 2.06 or

increased from time to time in accordance with Section 2.18) and (b) following the Commitment

Termination Date, the outstanding principal balance of all the Advances.

“Facility Amount Increase” means an increase in the Facility Amount pursuant to

Section 2.18.

“Facility Amount Increase Agreement” has the meaning assigned to such term in Section

2.18.

“Facility Amount Increase Request” has the meaning assigned to such term in Section

2.18.

“Facility Documents” means this Agreement, the Purchase and Contribution Agreement,

the Account Control Agreement, the Fee Letters, and any other security agreements and other

instruments entered into or delivered by or on behalf of the Borrower pursuant to Section 5.01(c)

to create, perfect or otherwise evidence the Collateral Agent’s security interest in the Collateral.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement

(or any amended or successor version that is substantively comparable and not materially more

onerous to comply with), any current or future regulations or official interpretations thereof, any

agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory

legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or

convention among Governmental Authorities entered into in connection with the implementation

of the foregoing.

780461396 22723957

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal

for each day during such period to the weighted average of the rates on overnight Federal funds

transactions with members of the Federal Reserve System arranged by Federal funds brokers, as

published for such day (or, if such day is not a Business Day, for the next preceding Business Day)

by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which

is a Business Day, the average of the quotations for such day on such transactions received by the

Administrative Agent from three Federal funds brokers of recognized standing selected by it;

provided that, if at any time a Lender is borrowing overnight funds from a Federal Reserve Bank

that day, the Federal Funds Rate for such Lender for such day shall be the average rate per annum

at which such overnight borrowings are made on that day as promptly reported by such Lender to

the Borrower and the Agents in writing. Each determination of the Federal Funds Rate

by a Lender pursuant to the foregoing proviso shall be conclusive and binding except in the case

of manifest error. Notwithstanding anything herein to the contrary, in no event shall the Federal

Funds Rate be less than 0.00%.

“Fee Letters” means the Lender Fee Letter and the Collateral Agent and Collateral

Administrator Fee Letter.

“Final Maturity Date” means the earlier of (a) the second anniversary of the Scheduled

Reinvestment Period End Date (or such later date as may be agreed by the Borrower and each of

the Lenders and notified in writing to the Agents) or (b) the date of the termination of the

Commitments and acceleration of the Obligations pursuant to Section 6.01.

“Final Order” means an order, judgment, decree or ruling the operation or effect of which

has not been stayed, reversed or amended and as to which order, judgment, decree or ruling (or

any revision, modification or amendment thereof) the time to appeal or to seek review or rehearing

has expired and as to which no appeal or petition for review or rehearing was filed or, if filed,

remains pending.

“Financial Asset” has the meaning assigned to such term in Section 8-102(a)(9) of the

UCC.

“First Lien Loan” means any Collateral Loan (for purposes of this definition, a “loan”)

that meets the following criteria:

(a)

is not (and is not expressly permitted by its terms to become) subordinate

in right of payment to any other obligation for borrowed money of the Obligor of such

loan, unless such loan is a Split First Lien Loan;

(b)

is secured by a valid first priority perfected Lien in, to or on specified

collateral (unless such loan is a Split Lien Loan) securing the Obligor’s obligations under

such loan (whether or not such loan is also secured by any lower priority Lien on other

collateral), but subject to purchase money Liens and customary Liens for taxes or

regulatory charges not then due and payable and other permitted Liens under the Related

Documents; provided that such permitted Liens do not directly secure indebtedness for

borrowed money;

(c)

is secured, pursuant to such first priority perfected Lien (unless such loan

is a Split Lien Loan), by collateral having a value (determined as set forth below) that is

not less than the Principal Balance of such loan plus the aggregate Principal Balances of

all other loans of equal seniority secured by a first Lien in the same collateral; and

(d)

is not a loan which is secured solely or primarily by the common stock of

its Obligor or any of its Affiliates;

provided that the limitation set forth in clause (d) of this definition shall not apply with

respect to a Collateral Loan made to a parent entity that is secured solely or primarily by the stock

of one or more subsidiaries of such parent entity to the extent that either (i) in the Collateral

Manager’s judgment, the applicable Related Documents of such Collateral Loan limit

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the activities of such Obligor or such subsidiary, as applicable, in such a manner so as to provide

a reasonable expectation that (x) cash flows from such Obligor or from such subsidiary and such

Obligor, as applicable, are sufficient to provide debt service on such Collateral Loan and (y) assets

of such Obligor or of such subsidiary and such Obligor, as applicable, would be available to repay

principal of and interest on such Collateral Loan in the event of the enforcement of such Related

Documents or (ii) the granting by any such subsidiary of a Lien on its own property would violate

law or regulations applicable to such subsidiary (whether the obligation secured is such Collateral

Loan or any other similar type of indebtedness owing to third parties); provided that (i) neither a

First Lien/Last Out Loan nor a Split Lien Loan shall constitute a First Lien Loan and (ii) a Split

First Lien Loan and Stretch Senior Loan shall constitute a First Lien Loan; provided, however,

that, for purposes of determining the applicable Advance Rate for a Stretch Senior Loan (or

portion thereof), such Advance Rate shall be determined in accordance with the definition of

Stretch Senior Loan.

The determination as to whether clause (c) of this definition is satisfied shall be based on

both (a) an analysis of the enterprise value (including, without limitation, its general financial

condition, ability to generate cash flow available for debt service and other demands for that cash

flow) of the related Obligor by the Collateral Manager or an Appraisal or other valuation (which

may be an internal Appraisal or valuation performed by the Collateral Manager) performed on or

about the date of acquisition by the Borrower or of the most recent restructuring of such Collateral

Loan, and (b) the Collateral Manager’s judgment at the time such Collateral Loan is acquired by

the Borrower.

“First Lien/Last Out Loan” means a Collateral Loan (other than a Split First Lien Loan or

a Split Lien Loan) that would constitute a First Lien Loan (other than by operation of the proviso

in the definition of such term) but that, in the case of an event of default under the applicable

Related Document, will be paid after one or more tranches of first lien loans issued by the same

Obligor have been paid in full in accordance with a specified waterfall of payments.

“Fixed Charge Coverage Ratio” means, with respect to any Collateral Loan for any

Relevant Test Period, the meaning of “Fixed Charge Coverage Ratio” or any comparable term

relating to the ratio of fixed charges to EBITDA defined in the Related Documents for such

Collateral Loan, and in any case that “Fixed Charge Coverage Ratio” or such comparable term is

not defined in such Related Documents, the ratio of (a) fixed charges to (b) EBITDA as calculated

by the Collateral Manager in good faith using information from and calculations consistent with

the relevant financial models, pro forma financial statements, compliance statements and financial

reporting packages provided by the relevant Obligor as per the requirements of the Related

Documents.

“Fixed Rate Loan” means any Collateral Loan that bears a fixed rate of interest.

“Floating Rate Loan” means any Collateral Loan that bears a floating rate of interest.

“Floor” means a rate of interest equal to 0.00%.

780461396 22723957

“Floor Loan” means, as of any date:

(a)

a Floating Rate Loan (1) for which the Related Documents provide for a

SOFR rate option (or other applicable benchmark rate) and that such SOFR rate (or other

applicable benchmark rate) is calculated as the greater of a specified “floor” rate per

annum and the SOFR rate (or other applicable benchmark rate) for the applicable interest

period and (2) that, as of such date, bears interest based on such SOFR rate option (or

other applicable benchmark rate), but only if as of such date the SOFR rate (or other

applicable benchmark rate) for the applicable interest period is less than such floor rate;

and

(b)

a Floating Rate Loan (1) for which the Related Documents provide for a

base or prime rate option and such base or prime rate is calculated as the greater of a

specified “floor” rate per annum and the base or prime rate for the applicable interest

period and (2) that, as of such date, bears interest based on such base or prime rate option,

but only if as of such date the base or prime rate for the applicable interest period is less

than such floor rate.

“FRB” has the meaning assigned to such term in the definition of Deliver.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting

Lender’s Percentage of the amount of Swingline Advances other than Swingline Advances as to

which such Defaulting Lender’s participation obligation has been reallocated to other Lenders,

repaid by the Borrower or for which cash collateral or other credit support acceptable to the

Swingline Lender shall have been provided in accordance with the terms hereof.

“Fundamental Amendment” means any amendment, modification, waiver or supplement

of or to this Agreement that would (a) increase or extend the term of the Commitments or change

the Final Maturity Date (other than an increase of the Commitment of a particular Lender or the

addition of a new Lender agreed to by the relevant Lender), (b) extend the date fixed for the

payment of principal of or interest on any Advance or any fee hereunder, (c) reduce the amount

of any such payment of principal, (d) reduce the rate at which Interest is payable thereon or any

fee is payable hereunder, (e) release any material portion of the Collateral, except in connection

with dispositions permitted hereunder, (f) alter the terms of Section 9.01 or Section 16.01(b), (g)

modify the definition of the terms “Majority Lenders”, “Required Lenders”, “Maximum Available

Amount”, “Borrowing Base”, “Maximum Advance Rate Test”, “Maximum Advance Rate Default

Test” or “Minimum Equity Amount”; (h) modify in any other manner the number or percentage

of the Lenders required to make any determinations or waive any rights hereunder or to modify

any provision hereof or (i) extend the Reinvestment Period.

“GAAP” means generally accepted accounting principles in effect from time to time in

the United States.

“GICS” means, as of any date, the most recently published Global Industry Classification

Standard.

“GICS Industry Group Classification” means any industry group classification within

GICS set forth in Schedule 4 hereto, as updated and amended from time to time.

780461396 22723957

“Government Security” has the meaning assigned to such term in the definition of Deliver.

“Governmental Authority” means any nation or government, any state, province, territory

or other political subdivision thereof, any agency, authority, instrumentality, regulatory body,

administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other

Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or

functions of or pertaining to government, including the Securities and Exchange Commission, the

stock exchanges, any Federal, state, territorial, county, municipal or other government or

governmental agency, arbitrator, board, body, branch, bureau, commission, court, department,

instrumentality, master, mediator, panel, referee, system or other political unit or subdivision or

other Person of any of the foregoing, whether domestic or foreign.

“Governmental Authorizations” means all franchises, permits, licenses, approvals,

consents and other authorizations of all Governmental Authorities.

“Governmental Filings” means all filings, including franchise and similar tax filings, and

the payment of all fees, assessments, interests and penalties associated with such filings with all

Governmental Authorities.

“Haircut Collateral Loan” means, at any time without duplication, (x) any Collateral

Loan that had satisfied clause (cc) of the definition of Eligible Collateral Loan on the related

Designation Date, but at any such time after the related Designation Date is no longer satisfying

clause (cc) of the definition of Eligible Collateral Loan or (y) any Collateral Loan that at any time

does not satisfy clause (bb) of the definition of Eligible Collateral Loan.

“Haircut Collateral Loan Balance” means:

(a)

for each First Lien Loan, Split First Lien Loan or Split Lien Loan that

constitutes a Haircut Collateral Loan solely as a result of the failure to satisfy clause (bb)

of the definition of Eligible Collateral Loan, at any time, the lesser of (i) the current Market

Value of such Haircut Collateral Loan, and (ii) the product of (x) the Principal Balance of

such Haircut Collateral Loan and (y) 1 minus (I) for a Haircut Level 1 Collateral Loan,

10%, (II) for a Haircut Level 2 Collateral Loan, 20%, (III) for a Haircut Level 3 Collateral

Loan, 35% and (IV) for a Haircut Level 4 Collateral Loan, 50%; provided that for each

Second Lien Loan that constitutes a Haircut Collateral Loan, at any time, the lesser of (i)

the current Market Value of such Haircut Collateral Loan and (ii) the product of (x) the

Principal Balance of such Haircut Collateral Loan and (y) 1 minus

(I) for a Haircut Level 1 Collateral Loan, a Haircut Level 2 Collateral Loan or a Haircut

Level 3 Collateral Loan, 50% and (II) for a Haircut Level 4 Collateral Loan, 70%, and

(b)

if such Collateral Loan constitutes a Haircut Collateral Loan solely as a

result of the failure to satisfy clause (cc) of the definition of Eligible Collateral Loan, at

any time, the lesser of (i) the current Market Value of such Haircut Collateral Loan, and

780461396 22723957

(ii) the product of (x) the Principal Balance of such Haircut Collateral Loan and (y) the

Recovery Rate for such Collateral Loan.

Any Collateral Loan that constitutes a Haircut Collateral Loan as a result of the

failure to satisfy both clauses (bb) and (cc) of the definition of Eligible Collateral Loan

shall have its Haircut Collateral Loan Balance calculated in accordance with clause (b)

above.

“Haircut Level 1 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 5.50x but less than or equal to

6.00x and (B) a Total Leverage Ratio of greater than 7.50x but less than or equal to 8.00x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 6.50x but

less than or equal to 7.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 4.75x but less than or equal to

5.25x and (B) a Total Leverage Ratio of greater than 6.50x but less than or equal to 7.00x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

5.75x but less than or equal to 6.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 4.25x but less than or equal to

4.75x and (B) a Total Leverage Ratio of greater than 5.50x but less than or equal to 6.00x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 5.00x but

less than or equal to 5.50x.

“Haircut Level 2 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 6.00x but less than or equal to

6.50x and (B) a Total Leverage Ratio of greater than 8.00x but less than or equal to 8.50x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 7.00x but

less than or equal to 7.50x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 5.25x but less than or equal to

5.75x and (B) a Total Leverage Ratio of greater than 7.00x but less than or equal to 7.50x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.25x but less than or equal to 6.75x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 4.75x but less than or equal to

5.25x and (B) a Total Leverage Ratio of greater than 6.00x but less than or equal to 6.50x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 5.50x but

less than or equal to 6.00x.

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“Haircut Level 3 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 6.50x but less than or equal to

7.00x and (B) a Total Leverage Ratio of greater than 8.50x but less than or equal to 9.00x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 7.50x but

less than or equal to 8.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 5.75x but less than or equal to

6.25x and (B) a Total Leverage Ratio of greater than 7.50x but less than or equal to 8.00x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.75x but less than or equal to 7.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 5.25x but less than or equal to

5.75x and (B) a Total Leverage Ratio of greater than 6.50x but less than or equal to 7.00x,

or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than 6.00x but

less than or equal to 6.50x.

“Haircut Level 4 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 7.00x and (B) a Total Leverage

Ratio of greater than 9.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage

Ratio of greater than 8.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 6.25x and (B) a Total Leverage

Ratio of greater than 8.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage

Ratio of greater than 7.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of greater than 5.75x and (B) a Total Leverage

Ratio of greater than 7.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage

Ratio of greater than 6.50x.

“Highest Required Investment Category” means (a) with respect to ratings assigned by

Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month

instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments

with a term in excess of six months and (b) with respect to rating assigned by S&P, “A-1” for

short-term instruments and “A” for long-term instruments.

“Indemnified Party” has the meaning assigned to such term in Section 16.04(b).

780461396 22723957

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of the Borrower under any

Facility Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Independent Accountants” has the meaning assigned to such term in Section 8.08.

“Ineligible Collateral Loan” means, at any time, a Collateral Loan or any portion

thereof, that fails to satisfy any criteria of the definition of Eligible Collateral Loan as of the date

when such criteria are applicable; it being understood that such criteria in the definition of Eligible

Collateral Loan that are specified to be applicable only as of the date of acquisition of such

Collateral Loan shall not be applicable after the date of acquisition of such Collateral Loan.

780461396 22723957

“Independent Manager” means a natural Person who, (A) for the five-year period prior

to his or her appointment as Independent Manager, has not been, and during the continuation of

his or her service as Independent Manager is not: (i) an employee, director, stockholder, member,

manager, partner or officer of the Borrower, the Parent or any of their respective Affiliates (other

than his or her service as an Independent Manager of the Borrower, the Parent or other Affiliates

that are structured to be “bankruptcy remote”); (ii) a customer or supplier of the Borrower, the

Parent or any of their respective Affiliates (other than his or her service as an Independent

Manager of the Borrower, the Parent or any such Affiliate); (iii) a Person controlling or under

common control with any partner, shareholder, member, manager, Affiliate or supplier of the

Borrower, the Parent or any Affiliate thereof or (iv) any member of the immediate family of a

Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in

similar capacities for other special purpose entities established from time to time by Affiliates of

the Borrower or the Parent and (B) has, (i) prior experience as an Independent Manager for a

corporation or limited liability company whose charter documents required the unanimous

consent of all Independent Managers thereof before such corporation or limited liability company

could consent to the institution of bankruptcy or insolvency proceedings against it or could file a

petition seeking relief under any Applicable Law relating to bankruptcy and (ii) at least three

years of employment experience with one or more Persons that provide, in the ordinary course of

their respective businesses, advisory, management or placement services to issuers of

securitization or structured finance instruments, agreements or securities.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or

order for relief by a court having jurisdiction in the premises in respect of such Person or any

substantial part of its property in an involuntary case under the Bankruptcy Code or any other

applicable insolvency Law now or hereafter in effect, or appointing a receiver, liquidator,

assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial

part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such

decree or order shall remain unstayed and in effect for a period of sixty consecutive days; or (b)

the commencement by such Person of a voluntary case under the Bankruptcy Code or any other

applicable insolvency Law now or hereafter in effect, or the consent by such Person to the entry

of an order for relief in an involuntary case under any such Law, or the consent by such Person to

the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official for such Person or for any substantial part of its property, or the

making by such Person of any general assignment for the benefit of creditors, or the failure by

such Person generally to pay its debts as such debts become due, or the taking of action by such

Person in furtherance of any of the foregoing.

“Instrument” has the meaning assigned to such term in Section 9-102(a)(47) of the UCC.

“Interest” means, for each day during an Interest Accrual Period, the sum of the products

(for each day during such Interest Accrual Period) of:

where:

the Interest Rate for such Interest Accrual Period;

=the principal amount of the Advances outstanding on such day; and D

“Interest Accrual Period” means (a) with respect to the first Payment Date, the period

from and including the Closing Date to and including the last day of the calendar month preceding

the first Payment Date and (b) with respect to any subsequent Payment Date, the period

commencing on the first day of the calendar month in which the preceding Payment Date occurred

and ending on the last day of the calendar month immediately preceding the month in which such

Payment Date occurs; provided, that the final Interest Accrual Period hereunder shall end on and

include the day prior to the payment in full of the Advances hereunder.

“Interest Collection Account” has the meaning assigned to such term in Section 8.02(a).

“Interest Coverage Ratio” means, on any Monthly Reporting Date, the percentage equal

to:

(a)

an amount equal to the Collateral Interest Amount at such time; divided by

(b)

the amount payable on the Payment Date immediately following such date

of determination, in each case pursuant to Section 9.01(a)(i)(A) through (E).

“Interest Coverage Ratio Test” means a test that will be satisfied on any Monthly

Reporting Date if the Interest Coverage Ratio is greater than or equal to 125%; provided that the

Interest Coverage Ratio Test shall be deemed to be satisfied on any day prior to the initial Advance

hereunder.

“Interest Proceeds” means, with respect to any Collection Period or the related

Determination Date, without duplication, the sum of:

(a)all payments of interest and other income received in cash by the Borrower

during such Collection Period on the Collateral Loans (including interest and other

780461396 22723957

360.

income received in cash on Ineligible Collateral Loans and accrued interest received in

cash in connection with a sale thereof during such Collection Period);

(b)

all principal and interest payments received by the Borrower during such

Collection Period on Eligible Investments purchased with Interest Proceeds and all interest

payments received by the Borrower during such Collection Period on Eligible Investments

purchased with amounts credited to the Revolving Reserve Account;

(c)

all amendment and waiver fees, late payment fees (including compensation

for delayed settlement or trades), and all protection fees and other fees and commissions

received by the Borrower during such Collection Period, unless the Collateral Manager

notifies the Agents before such Determination Date that the Collateral Manager in its sole

discretion has determined that such payments are to be treated as Principal Proceeds; and

(d)

commitment fees, facility fees, anniversary fees, ticking fees and other

similar fees received by the Borrower during such Collection Period unless the Collateral

Manager notifies the Agents before such Determination Date that the Collateral Manager

in its sole discretion has determined that such payments are to be treated as Principal

Proceeds;

provided that:

(1) as to any Defaulted Collateral Loan (and only so long as it remains

a Defaulted Collateral Loan), any amounts received in respect thereof will

constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all

Collections in respect thereof since it became a Defaulted Collateral Loan equals

the Principal Balance of such Defaulted Collateral Loan at the time as of which it

became a Defaulted Collateral Loan and all amounts received in excess thereof

will constitute Interest Proceeds;

(2) any amounts received in respect of any Equity Security that was

received in exchange for a Defaulted Collateral Loan will constitute Principal

Proceeds (and not Interest Proceeds) until the aggregate of all collections in respect

of such Equity Security equals the outstanding Principal Balance of the related

Collateral Loan, at the time it became a Defaulted Collateral Loan, for which such

Equity Security was received in exchange; and

(3)

all Cash received as equity contributions from the Parent will

constitute Principal Proceeds unless specified by the Collateral Manager pursuant

to Section 10.05.

“Interest Rate” means, for any Interest Accrual Period, an interest rate per annum equal

to (a) at the election of the Administrative Agent or Required Lenders, at any time an Event of

Default has occurred and is continuing (and has not otherwise been waived by the Lenders

pursuant to the terms hereof), the Base Rate plus the Applicable Margin, (b) with respect to

Swingline Advances, the Base Rate plus the Applicable Margin or (c) in all other cases, subject

780461396 22723957

to Section 2.11, Term SOFR (or, if a Benchmark Replacement has occurred, the then-applicable

Benchmark) plus the Applicable Margin.

“Interim Order” means an order, judgment, decree or ruling entered after notice and a

hearing conducted in accordance with Bankruptcy Rule 4001(c) granting interim authorization,

the operation or effect of which has not been stayed, reversed or amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended,

and the rules and regulations promulgated thereunder.

“Law” means any action, code, consent decree, constitution, decree, directive, enactment,

finding, guideline, law, injunction, interpretation, judgment, order, ordinance, policy statement,

proclamation, promulgation, regulation, requirement, rule, rule of law, treaty, rule of public

policy, settlement agreement, statute, or writ, of any Governmental Authority, or any particular

section, part or provision thereof.

“LBO Loan” means a Collateral Loan (a) the proceeds of which are used to finance the

acquisition of the Obligor by the sponsor thereof and (b) that has an Obligor with equity of less

than 25% of its total capitalization at the time of such acquisition, as determined by the Collateral

Manager in its commercially reasonable discretion.

“Lender Fee Letter” means that certain second amended and restated lender fee letter,

dated as of the SecondThird Amendment Date, by and among the Lenders, the Borrower and the

Administrative Agent.

“Lender Joinder Agreement” has the meaning assigned to such term in Section 2.18.

“Lenders” means the Persons listed on Schedule 1 and any other Person that shall have

become a party hereto in accordance with the terms hereof pursuant to an Assignment and

Acceptance or Lender Joinder Agreement, other than any such Person that ceases to be a party

hereto pursuant to an Assignment and Acceptance. For the avoidance of doubt, the Swingline

Lender shall constitute a “Lender” with respect to the repayment of Swingline Advances for all

purposes hereunder.

“Liabilities” means all liabilities, obligations, losses, claims, damages, penalties, actions,

judgments, suits, costs, reasonable and documented out-of-pocket expenses (including reasonable

and documented out-of-pocket attorneys’ fees and expenses) and disbursements of any kind or

nature whatsoever.

“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien or

security interest (statutory or other), or preference, priority or other security agreement, charge or

preferential arrangement of any kind or nature whatsoever (including any conditional sale or other

title retention agreement, any financing lease having substantially the same economic effect as any

of the foregoing, and the filing authorized by the Borrower of any financing statement under the

UCC or comparable Law of any jurisdiction).

“Listed Collateral Loan” means a Collateral Loan for which three or more bids are quoted

and available from Loan Pricing Corporation, Mark-it Partners (formerly known as Loan

780461396 22723957

X), Interactive Data Corporation or another nationally recognized broker-dealer or nationally

recognized quotation service requested by the Collateral Manager and approved from time to time

by the Administrative Agent and the Required Lenders.

“Listed Value” means, for any Listed Collateral Loan, the bid price for such Collateral

Loan most recently quoted by Loan Pricing Corporation, Mark-it Partners (formerly known as

Loan X) or Interactive Data Corporation and obtained by the Collateral Manager, or quoted by

another nationally recognized broker-dealer or nationally recognized quotation service as may be

approved from time to time by the Administrative Agent if so requested by the Borrower;

provided that, if the Collateral Manager reasonably believes that the price quoted by any such

source is based on less than three bona fide bids, then the Collateral Manager, by notice to the

Administrative Agent, may determine the Listed Value in accordance with clause (b) of the

definition of Market Value.

“Loan Checklist” means an electronic or hard copy, as applicable, checklist in the form of

Exhibit G, delivered by the Collateral Manager on behalf of the Borrower to the Administrative

Agent and the Collateral Administrator, for each Collateral Loan, of all Related Documents to be

included within the respective loan file, which, unless otherwise specified as an original, shall be

a copy.

“Main Street” means Main Street Capital Corporation, a Maryland corporation.

“Majority Lenders” means, as of any date of determination, one or more Lenders having

aggregate Percentages greater than 50%. To the extent provided in Section 16.01(d), the

Percentage of any Defaulting Lender shall be disregarded in determining Majority Lenders at any

time.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Market Value” means, as of any date, for any Collateral Loan:

(a)

if such Collateral Loan is a Listed Collateral Loan as at such date, the

Listed Value of such Collateral Loan as at such date; and

(b)

lower of:

if such Collateral Loan is not a Listed Collateral Loan as of such date, the

(i) the fair market value of such Collateral Loan as reasonably

determined by the Collateral Manager in accordance with the Collateral

Management Standard; and

(ii)

the purchase price in respect of such Collateral Loan expressed as

an effective percentage of par less any loss reserves maintained by the Borrower

in respect of such Collateral Loan in accordance with GAAP.

“Material Adverse Effect” means (1) a material adverse effect on (a) the business, assets,

financial condition or operations of the Borrower or the Collateral Manager, either individually or

taken as a whole (excluding a decline in the asset value of the Borrower or a change in general

780461396 22723957

market conditions or values of the loans and investments held by the Borrower), (b) the validity,

enforceability or collectability of this Agreement or any other Facility Document or the validity,

enforceability or collectability of the Collateral Loans or the Related Documents generally or any

material portion of the Collateral Loans or the Related Documents, (c) the rights and remedies of

the Administrative Agent, the Lenders and the other Secured Parties with respect to matters arising

under this Agreement or any other Facility Document, (d) the ability of each of the Borrower or

the Collateral Manager to perform its obligations under any Facility Document to which it is a

party, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s

Lien on the Collateral; provided that if a material adverse effect described in clause (b) or (d)

affects or impairs the rights and remedies of the Borrower with respect to the validity,

enforceability, legality or collectability of only a portion of the Collateral (and not as a whole),

such effects shall not constitute a Material Adverse Effect at any time that such affected Collateral

Loans are excluded from the Borrowing Base.

“Material Modification” means, with respect to any Collateral Loan, any amendment,

waiver, consent or modification of a Related Document with respect thereto (it being understood

that a release document or similar instrument executed or delivered in connection with a

disposition that is otherwise permitted under the applicable Related Documents shall not

constitute an amendment or modification to such Related Document) executed or effected after

the date on which such Collateral Loan is acquired by the Borrower, that:

(a)

reduces or waives one or more interest payments or permits any interest due

with respect to such Collateral Loan in cash to be deferred or capitalized and added to the

principal amount of such Collateral Loan (other than (i) any deferral or capitalization

already expressly permitted by the terms of its Related Documents or pursuant to the

application of a pricing grid or pursuant to benchmark replacement interest rate provisions,

in each case, as of the date such Collateral Loan was acquired by the Borrower); or (ii)

after giving effect to such modification (x) any such deferral or capitalization that does not

cause the limitation set forth in clause (f) of the Concentration Limitations to be exceeded

or (y) the Cash pay interest rate is equal to or greater than the highest applicable rate

specified in the proviso to the definition of Partial PIK Loan);

(b)

contractually or structurally subordinates such Collateral Loan by

operation of a priority of payments, turnover provisions or the transfer of assets in order

to limit recourse to the related Obligor;

(c)

substitutes or releases the underlying assets securing such Collateral Loan

(other than as expressly permitted by the Related Documents as of the date such Collateral

Loan was acquired by the Borrower) or releases any material guarantor or co-Obligor

from its obligations with respect thereto, and each such substitution or release materially

and adversely affects the value of such Collateral Loan (as determined by the

Administrative Agent in a commercially reasonable manner);

(d)

waives, extends or postpones any date fixed for any scheduled payment

(including at maturity) or mandatory prepayment of principal on such Collateral Loan; or

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(e)

reduces or forgives any principal amount of such Collateral Loan;

“Maximum Advance Rate Default Test” means a test that will be satisfied at any time if

(a) the aggregate outstanding principal balance of the Advances at such time is less than or equal

to (b) the Maximum Available Amount at such time multiplied by 105%.

“Maximum Advance Rate Test” means a test that will be satisfied at any time if (a) the

aggregate outstanding principal balance of the Advances at such time is less than or equal to (b)

the Maximum Available Amount at such time.

“Maximum Available Amount” means, on any date of determination, without duplication,

an amount equal to the least of:

(a)

the Facility Amount, minus the Revolving Exposure, plus the aggregate

amount on deposit in the Revolving Reserve Account;

(b)

the sum of:

(i)

Rate, minus

the Borrowing Base multiplied by the Weighted Average Advance

(ii)

the Net Aggregate Exposure Amount, plus

(iii)

Account, plus

the aggregate amount on deposit in the Principal Collection

(iv)

the aggregate amount on deposit in the Revolving Reserve

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provided that (i) any Collateral Loan subject to a Material Modification which subsequently

becomes a Credit Improved Loan shall no longer be considered to have been subject to a Material

Modification hereunder unless such Collateral Loan is subject to a subsequent Material

Modification; and (ii) the Collateral Manager shall be permitted, in accordance with the Collateral

Management Standard (and not with the intention of increasing availability or circumventing any

event or condition set forth in this Agreement), to reduce one or more interest payments, extend,

waive or postpone any date fixed for any scheduled payment of principal (including at maturity)

or waive, extend or reduce any mandatory prepayment of principal on a Collateral Loan, in each

case, in connection with a re-pricing, refinancing or other request reflecting market terms then

existing at such time (as determined by the Collateral Manager) or otherwise at the Obligor’s

request and not in connection with financial or operational difficulties affecting, or the credit

deterioration of, the related Obligor, in each case, without such modification constituting a

Material Modification hereunder so long as (x) after giving effect to such modification, each

Collateral Quality Test is satisfied (or if not satisfied, the level of compliance with such Collateral

Quality Test is maintained or improved), (y) on the date of such modification, such Collateral

Loan constitutes a Current Modified Loan (whether or not clause (dd) of the definition of Eligible

Collateral Loan is satisfied) and (z) such modification is not made to avoid (or does not have the

effect of avoiding) classification of such Collateral Loan as a Defaulted Collateral Loan.

Account; and

(c)

the sum of:

(i)

the

Aggregate

Collateral

Balance

(excludingunfunded

commitments pursuant to clause (d) of the definition thereof), minus

(ii)

the Minimum Equity Amount, plus

(iii)

Account, plus

the aggregate amount on deposit in the Principal Collection

(iv)

Account.

the aggregate amount on deposit in the Revolving Reserve

“Measurement Date” means, (i) the Closing Date, (ii) each Borrowing Date, and (iii) each

Monthly Report Determination Date.

“Minimum Equity Amount” means, at any time, the greater of (i) the lesser of (a)

$30,000,000 and (b) 30% of the Facility Amount and (ii) (a) during the Ramp-Up Period, the

Aggregate Collateral Balance of the Collateral Loans for the three largest Obligors (determined

by Aggregate Collateral Balance) (it being understood that multiple Collateral Loans from the

same Obligor and its Affiliates shall be treated as a single exposure) and (b) following the Ramp-

Up Period, the Aggregate Collateral Balance of the Collateral Loans for the fivefour largest

Obligors (determined by Aggregate Collateral Balance) (it being understood that multiple

Collateral Loans from the same Obligor and its Affiliates shall be treated as a single exposure).

“Money” has the meaning assigned to such term in Section 1-201(24) of the UCC.

“Monthly Asset Amount” means, for any Payment Date, an amount equal to the Aggregate

Principal Balance of all Collateral Loans calculated as the arithmetic average of the amounts of

the items described in such clauses on the first day and last day of such Collection Period.

“Monthly Report” has the meaning assigned to such term in Section 8.06(a).

“Monthly Report Determination Date” has the meaning assigned to such term in Section

8.06(a).

“Monthly Reporting Date” has the meaning assigned to such term in Section 8.06(a).

“Moody’s” means Moody’s Investors Service, Inc., together with its successors.

“Multiemployer Plan” means an employee pension benefit plan within the meaning of

Section 4001(a)(3) of ERISA that is sponsored by the Borrower (or, with respect to the Collateral

Manager, by the Collateral Manager) or a member of its ERISA Group or to which the Borrower

780461396 22723957

(or the Collateral Manager) or a member of its ERISA Group is obligated to make contributions

or has any liability.

“Net Aggregate Exposure Amount” means, at any time, the sum of (a) the product of (i)

the Unfunded Amount of each Eligible Collateral Loan (other than Defaulted Collateral Loans

and Haircut Collateral Loans) and (ii) 1 minus the Advance Rate related to such Collateral Loan

plus (b) the product of (i) the Unfunded Amount of each Haircut Collateral Loan (other than

Defaulted Collateral Loans) and (ii) 1 minus the Recovery Rate related to such Haircut Collateral

Loan plus (c) the Unfunded Amount of each Defaulted Collateral Loan and Ineligible Collateral

Loan.

“Non-Cash Paying PIK Loan” means a Collateral Loan that requires the Obligor to pay

either (i) none of the accrued and unpaid interest in Cash on a current basis, or (ii) only a portion

of the accrued and unpaid interest in Cash on a current basis such that the interest required to be

paid in Cash pursuant to the terms of the applicable Related Documents carries a current Cash

pay interest rate paid (x) at a floating rate of less than 2.50% per annum over the then-current

Benchmark (or applicable replacement index therefor) or (y) at a fixed rate of less than 6.0% per

annum.

“Non-U.S. Lender” has the meaning assigned to such term in Section 16.03(g).

“Notice of Borrowing” has the meaning assigned to such term in Section 2.02.

“Notice of Prepayment” has the meaning assigned to such term in Section 2.05.

“Obligations” means all indebtedness, whether absolute, fixed or contingent, at any time

or from time to time owing by the Borrower to any Secured Party or any Affected Person under

or in connection with this Agreement, any Fee Letter or any other Facility Document, including

obligations pursuant to the Agents’ Erroneous Payment Subrogation Rights, all amounts payable

by the Borrower in respect of the Advances, with interest thereon, and all other amounts payable

hereunder or thereunder by the Borrower.

“Obligor” means, in respect of any Collateral Loan, each Person obligated to pay

Collections in respect of such Collateral Loan, including any applicable guarantors; provided that

for purposes of determining the domicile of an Obligor for purposes of the definitions of

Concentration Limitation and Eligible Collateral Loan, the term “Obligor” shall only include the

Person in respect of which the Collateral Loan was principally underwritten.

“OFAC” means the U.S. Office of Foreign Assets Control.

“Other Connection Taxes” means, in the case of any Secured Party, any Taxes imposed

as a result of a present or former connection between such Secured Party and the jurisdiction

imposing such Tax (other than a connection arising solely from such Secured Party having

executed, delivered, become a party to, performed obligations under, received payments under,

received or perfected a security interest under, engaged in any other transaction pursuant to or

enforced this Agreement or any other Facility Document).

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“Other Taxes” means all present or future stamp, court or documentary, intangible,

recording, filing or similar Taxes that arise from any payment made under, from the execution,

delivery, performance, enforcement or registration of, from the receipt or perfection of a security

interest under, or otherwise with respect to any Facility Document, except any such Taxes that

are Other Connection Taxes imposed with respect to an assignment (other than an assignment

made pursuant to Section 16.03(h) or Section 2.17).

“Parent” means Main Street Capital Corporation, a Maryland corporation.

“Parent Collateral Loan” means any Collateral Loan sold and/or contributed by the

Parent to the Borrower pursuant to the Purchase and Contribution Agreement.

“Parent Collateral Loan Balance” means, as of any date of determination, an amount

equal to the Aggregate Principal Balance of all Parent Collateral Loans acquired by the Borrower

from the Parent prior to such date.

“Participant” means any Person to whom a participation is sold as permitted by Section

16.06(c).

“Participant Register” has the meaning assigned to such term in Section 16.06(c)(ii).

“Past Due Rate” has the meaning assigned to such term in the Lender Fee Letter.

“PATRIOT Act” has the meaning assigned to such term in Section 16.16.

“Payment Account” means the payment account of the Collateral Agent established

pursuant to Section 8.03(a).

“Payment Date” means (i) January 24, 2023 and (ii) the 25th day of each calendar month

commencing February 2023; provided that, if any such day is not a Business Day, then such

Payment Date shall be the next succeeding Business Day.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor agency or

Person performing substantially the same functions.

“Percentage” of any Lender means, (a) with respect to any Lender party hereto on the

Closing Date, the percentage set forth opposite such Lender’s name on Schedule 1, as such

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“Partial PIK Loan” means a Collateral Loan that requires the Obligor to pay only a

portion of the accrued and unpaid interest in Cash on a current basis, the remainder of which is or

can be deferred and paid later; provided that the portion of such interest required to be paid in

Cash pursuant to the terms of the applicable Related Documents carries a current Cash pay interest

rate paid (x) at a floating rate of not less than 2.50% per annum over the then-current Benchmark

or (y) at a fixed rate of not less than 6.0% per annum; provided further that such Collateral Loan

shall not constitute a Partial PIK Loan if the portion of such interest required to be paid in Cash

pursuant to the terms of the applicable Related Documents carries a current Cash pay interest rate

paid (x) at a floating rate of not less than 5.04.0% per annum over the then-current Benchmark

or (y) at a fixed rate of not less than 8.0% per annum.

amount is reduced by a Lender Joinder Agreement entered into with a new Lender or by any

Assignment and Acceptance entered into by such Lender with an assignee or increased by any

Assignment and Acceptance entered into by such Lender with an assignor, or (b) with respect to

a Lender that has become a party hereto pursuant to an Assignment and Acceptance or a Lender

Joinder Agreement, the percentage set forth therein as such Lender’s Percentage, as such amount

is reduced by an Assignment and Acceptance or a Lender Joinder Agreement entered into between

such Lender and an assignee or increased by any Assignment and Acceptance or Lender Joinder

Agreement entered into by such Lender with an assignor.

“Periodic Term SOFR Determination Day” shall have the meaning set forth in the

definition of “Term SOFR”.

“Permitted Assignee” means (a) a Lender or any of its Affiliates or (b) any Person

managed by a Lender or any of its Affiliates.

“Permitted RIC Distributions” means, with respect to each taxable year, any distributions

determined by Main Street in good faith to be required to be made in order to maintain Main

Street’s tax status under Section 851 of the Code or to avoid the payment of any tax imposed

under Section 852(b)(1), Section 852(b)(3) or Section 4982 of the Code.

“Person” means an individual or a corporation (including a business trust), partnership,

trust, incorporated or unincorporated association, joint stock company, limited liability company,

government (or an agency or political subdivision thereof) or other entity of any kind.

“PIK Loan” means a Collateral Loan (other than a Partial PIK Loan) that permits the

Obligor thereon to defer or capitalize any portion of the accrued interest thereon.

“Plan” means an employee pension benefit plan (other than a Multiemployer Plan) which

is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412

of the Code that is sponsored by the Borrower (or, with respect to the Collateral Manager, by the

Collateral Manager) or a member of its ERISA Group or to which the Borrower (or the Collateral

Manager) or a member of its ERISA Group is obligated to make contributions or has any liability.

780461396 22723957

“Permitted Liens” means: (a) Liens created in favor of the Collateral Agent hereunder or

under the other Facility Documents for the benefit of the Secured Parties; (b) Liens imposed by

any Governmental Authority for taxes, assessments or charges not yet delinquent or which are

being contested in good faith and by appropriate proceedings if adequate reserves with respect

thereto are maintained on the books of the Borrower in accordance with GAAP; (c) with respect

to the underlying collateral for any Collateral Loan, Liens imposed by Law, such as

materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and

other similar Liens upon such underlying assets, arising by operation of law in the ordinary course

of business for sums that are not overdue or are being contested in good faith; (d) with respect to

any Collateral Loan, Liens on the underlying collateral for such Collateral Loan permitted under

the Related Documents that are customary for similar Collateral Loans and consistent with the

Collateral Management Standard; and (e) customary restrictions on transfer of such Collateral

Loans set forth in the applicable Related Documents.

“Plan Asset Rule” has the meaning assigned to such term in Section 4.01(n).

“Potential Collateral Manager Termination Event” means any event which, with the

passage of time, the giving of notice, or both, would constitute a Collateral Manager Termination

Event.

“Potential Terminated Lender” has the meaning assigned to such term in Section 2.17(a).

“Prime Rate” means the rate announced by Truist from time to time as its prime rate in

the United States, such rate to change as and when such designated rate changes. The Prime Rate

is not intended to be the lowest rate of interest charged by Truist in connection with extensions of

credit to debtors. Truist may make commercial loans or other loans at rates of interest at, above

or below the Prime Rate. Notwithstanding anything herein to the contrary, in no event shall the

Prime Rate be less than 0.00%.

“Principal Balance” means, with respect to any Collateral Loan, as of any date of

determination, the outstanding principal amount of such Collateral Loan (excluding any

capitalized interest).

“Principal Collection Account” has the meaning assigned to such term in Section 8.02(a).

“Principal Proceeds” means, with respect to any Collection Period or the related

Determination Date, all amounts received by the Borrower during such Collection Period that do

not constitute Interest Proceeds, including unapplied proceeds of the Advances and any Cash

equity contributions (unless specified by the Collateral Manager to constitute Interest Proceeds in

accordance with Section 10.05).

“Priority of Payments” has the meaning assigned to such term in Section 9.01(a).

“Private Authorizations” means all franchises, permits, licenses, approvals, consents and

other authorizations of all Persons (other than Governmental Authorities).

“Proceeds” has, with reference to any asset or property, the meaning assigned to it under

Section 9-102(a)(64) of the UCC and, in any event, shall include any and all amounts from time

to time paid or payable under or in connection with such asset or property.

“Purchase and Contribution Agreement” means that certain Purchase and Contribution

Agreement dated as of the Closing Date between the Parent, as seller, and the Borrower, as buyer.

“QIB” has the meaning assigned to such term in Section 16.06(e).

“Qualified Institution” means (i) Western Alliance Trust Company, N.A. or (ii) a

depository institution or trust company organized under the Laws of the United States of America

or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign

bank), (i)(a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P

780461396 22723957

and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit

rating of “A-1” or better by S&P or “P-1” or better by Moody’s, (b) the parent corporation of

which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better

by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or

better by S&P and “P-1” or better by Moody’s or (c) is otherwise acceptable to the Administrative

Agent and (ii) the deposits of which are insured by the Federal Deposit Insurance Corporation.

“Qualified Purchaser” has the meaning assigned to such term in Section 16.06(e).

“Ramp-Up Period” means the period beginning on the Closing Date and ending upon the

earliest of: (a) the date on which the Aggregate Collateral Balance first meets or exceeds the

Facility Amount then in effect; (b) the date that is the six-month anniversary of the Closing Date;

and (c) the date on which the Borrower provides written notice to the Administrative Agent that

the Ramp-Up Period has ended.

“Recovery Rate” means, with respect to any Collateral Loan, the “Recovery Rate” for

such Collateral Loan as set forth opposite such asset type below:

First Lien Loans – 50%

Split First Lien Loans – 50%

Split Lien Loans – 50%

Second Lien Loans – 30%

“Register” has the meaning assigned to such term in Section 16.06(d).

“Regulation T”, “Regulation U” and “Regulation X” mean Regulation T, U and X,

respectively, of the Board of Governors of the Federal Reserve System, as in effect from time to

time.

“Reinvestment Period” means the period from and including the Closing Date to and

including the earlier of (a) the Scheduled Reinvestment Period End Date (including any extension

pursuant to the definition thereof) and (b) at the election of the Administrative Agent or the

Required Lenders, the date of the termination of the Commitments pursuant to Section 6.01.

“Related Documents” means, with respect to any Collateral Loan, (a) the loan or credit

agreement evidencing such Collateral Loan, (b) the principal security agreement, and (c) if the

same can be obtained without undue expense or effort, all other material documents evidencing,

guaranteeing, securing, governing or giving rise to such Collateral Loan (including those

identified on the Loan Checklist).

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal

Reserve Bank of New York, or a committee officially endorsed or convened by the Federal

Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Test Period” means, with respect to any Collateral Loan, the relevant test

period for the calculation of EBITDA, Fixed Charge Coverage Ratio, Senior Leverage Ratio or

780461396 22723957

Total Leverage Ratio, as applicable, for such Collateral Loan in the applicable Related Documents

or, if no such period is provided for therein, for Obligors delivering monthly financial statements,

each period of the last twelve consecutive reported calendar months, and for Obligors delivering

quarterly financial statements, each period of the last four consecutive reported fiscal quarters of

the principal Obligor on such Collateral Loan; provided that, with respect to any Collateral Loan

for which the relevant test period is not provided for in the applicable Related Documents, if an

Obligor is a newly-formed entity as to which twelve consecutive calendar months have not yet

elapsed, “Relevant Test Period” shall initially include the period from the date of formation of

such Obligor or closing date of the applicable Collateral Loan to the end of the twelfth calendar

month or fourth fiscal quarter (as the case may be) from the date of formation or closing, as

applicable, and shall subsequently include each period of the last twelve consecutive reported

calendar months or four consecutive reported fiscal quarters (as the case may be) of such Obligor.

“Replacement Lender” has the meaning assigned to such term in Section 2.17(a).

“Requested Amount” has the meaning assigned to such term in Section 2.02.

“Required Lenders” means, as of any date of determination, one or more Lenders having

aggregate Percentages greater than or equal to 66 2/3%; provided that if there are two (2) or more

Lenders party hereto that are not Affiliates as of the applicable date of determination, then at least

two such Lenders shall be required to constitute the Required Lenders. To the extent provided in

Section 16.01(d), the Percentage of any Defaulting Lender shall be disregarded in determining

Required Lenders at any time.

“Resignation Effective Date” means June 9, 2025 at 12:01 a.m. (New York City time).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

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“Responsible Officer” means (a) in the case of (i) a corporation or (ii) a partnership or

(iii) a limited liability company that, in each case, pursuant to its Constituent Documents, has

officers, any chief executive officer, chief financial officer, chief administrative officer, managing

director, president, senior vice president, vice president, assistant vice president, treasurer, director

or manager, and, in any case where two Responsible Officers are acting on behalf of such entity,

the second such Responsible Officer may be a secretary or assistant secretary (provided that a

director or manager (other than an Independent Manager) of the Borrower shall be a Responsible

Officer regardless of whether its Constituent Documents provide for officers), (b) without

limitation of clause (a)(ii), in the case of a limited partnership, the Responsible Officer of the

general partner, acting on behalf of such general partner in its capacity as general partner, (c)

without limitation of clause (a)(iii), in the case of a limited liability company, any Responsible

Officer of the sole member or managing member or manager, acting on behalf of the sole member,

managing member or manager in its capacity as sole member, managing member or manager, (d)

in the case of a trust, the Responsible Officer of the trustee, acting on behalf of such trustee in its

capacity as trustee, (e) an “authorized signatory” or “authorized officer” that has been so

authorized pursuant to customary corporate proceedings, limited partnership proceedings, limited

liability company proceedings or trust proceedings, as

the case may be, and that has responsibilities commensurate with the matter for which it is acting

as a Responsible Officer: the initial “authorized signatories” of the Borrower, the Parent and the

Collateral Manager are set forth on Schedule 7 hereto (as such Schedule 7 may be modified from

time to time by written notice), (f) in the case of the Administrative Agent, an officer of

Administrative Agent, as applicable, having direct responsibility for the administration of this

Agreement, (g) in the case of the Custodian, the Document Custodian or the Collateral Agent, as

applicable, (i) prior to the Resignation Effective Date, an officer assigned to the Agency & Trust

Division (or any successor group) of the Custodian, the Document Custodian or the Collateral

Agent, as applicable, including any vice president of the Custodian, the Document Custodian or

the Collateral Agent customarily performing functions similar to those performed by the persons

who at the time shall be such officers, respectively, or to whom any matter is referred within such

Agency & Trust Division (or any successor group), because of such person’s knowledge of and

familiarity with the particular subject and in each case having direct responsibility for the

administration of this Agreement and (ii) on and after the Resignation Effective Date, an officer

of the Custodian, the Document Custodian or the Collateral Agent, as applicable, including any

vice president of the Custodian, the Document Custodian or the Collateral Agent, to whom any

matter is referred, because of such person’s knowledge of and familiarity with the particular

subject and in each case having direct responsibility for the administration of this Agreement

“Retransfer Date” has the meaning assigned to such term in Section 10.03(b)(vi).

“Review Criteria” is defined in Section 13.02(b)(i).

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and (h) in the case of the Collateral Administrator, any officer authorized to act for and on behalf

of the Collateral Administrator or to whom any matter is referred within such Person because of

such person’s knowledge of and familiarity with the particular subject and, in each case, having

direct responsibility for the administration of this Agreement.

“Restricted Payments” means the declaration of any distribution or dividends or the

payment of any other amount (including in respect of redemptions permitted by the Constituent

Documents of the Borrower) to any shareholder, partner, member or other equity investor in the

Borrower on account of any share, membership interest, partnership interest or other equity

interest in respect of the Borrower, or the payment on account of, or the setting apart of assets for

a sinking or other analogous fund for, or the purchase or other acquisition of any class of stock of

or other equity interest in the Borrower or of any warrants, options or other rights to acquire the

same (or to make any “phantom stock” or other similar payments in the nature of distributions or

dividends in respect of equity to any Person), whether now or hereafter outstanding, either directly

or indirectly, whether in cash, property (including marketable securities), or any payment or setting

apart of assets for the redemption, withdrawal, retirement, acquisition, cancellation or termination

of any share, membership interest, partnership interest or other equity interest in respect of the

Borrower. For the avoidance of doubt, (x) payments and reimbursements due to the Collateral

Manager in accordance with this Agreement or any other Facility Document do not constitute

Restricted Payments, and (y) distributions by the Borrower to holders of its membership interests

of Collateral Loans or of cash or other proceeds relating thereto which have been sold to,

repurchased or substituted by, the Borrower in accordance with this Agreement shall not constitute

Restricted Payments.

“Revolving Collateral Loan” means any Collateral Loan (other than a Delayed Drawdown

Collateral Loan) that is a loan (including revolving loans, funded and unfunded portions of

revolving credit lines and letter of credit facilities, unfunded commitments under specific facilities

and other similar loans and investments) that by its terms may require one or more future advances

to be made to the related Obligor by the Borrower and which provides that such borrowed money

may be repaid and re-borrowed from time to time; provided that any such Collateral Loan will be

a Revolving Collateral Loan only until all commitments to make advances to the Obligor expire

or are terminated or irrevocably reduced to zero.

“Revolving Exposure” means, at any time, the sum of the aggregate Unfunded Amount

of each Collateral Loan (including each Ineligible Collateral Loan and each Defaulted Collateral

Loan) at such time.

“Revolving Reserve Account” means the account established pursuant to Section 8.04.

“Revolving Reserve Required Amount” has the meaning assigned to such term in Section

8.04.

“RIC” or “regulated investment company” shall mean an investment company or

business development company that qualifies for the special tax treatment provided for by

subchapter M of the Code.

“S&P” means S&P Global Inc., and any successor thereto.

“Sanctioned Country” means, at any time, a country or territory that is, or whose

government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related

list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations

Security Council, the European Union, any EU member state, His Majesty’s Treasury of the

United Kingdom or the Government of Canada, (b) any Person located, organized or resident in a

Sanctioned Country or (c) any Person controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes administered or

enforced from time to time by (a) the U.S. government, including those administered by OFAC

or the U.S. Department of State, (b) the United Nations Security Council, the European Union or

His Majesty’s Treasury of the United Kingdom or (c) the Government of Canada, including those

administered by Global Affairs Canada, Public Safety Canada, and the Department of Justice.

“Scheduled Distribution” means, with respect to any Collateral Loan, for each Due Date,

the scheduled payment of principal and/or interest and/or fees due on such Due Date with respect

to such Collateral Loan.

“Scheduled Reinvestment Period End Date” means September 27, 20272028 (or such

later date as may be agreed by the Borrower, the Administrative Agent and each Lender).

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“Scheduled Split First Lien Loan” means a Collateral Loan set forth on Schedule 8 hereto

that (a) would be characterized as a First Lien Loan but which has been structured with a credit

facility that is senior in right of payment thereto and (b) satisfies the following criteria, as of the

date of origination by Main Street: (i) the aggregate commitment of the senior credit facility is

less than or equal to 25.0% of the total first lien debt (including the Split First Lien Loan and the

senior credit facility as measured by aggregate first lien loans and commitments), and (ii) the

senior credit facility portion (as measured by commitment) has a trailing twelve-month senior

debt to EBITDA ratio of less than or equal to 0.5x.

“Second Amendment Date” means September 26, 2024.

“Second Lien Loan” means any Collateral Loan (for purposes of this definition, a

“loan”) that:

(a)

Lien Loan); or

is a First Lien/Last Out Loan (other than a Split First Lien Loan or a Split

(b)

meets the following criteria:

(i)

is not (and is not expressly permitted by its terms to become)

subordinate in right of payment to any other obligation for borrowed money of the

Obligor of such loan (excluding customary terms applicable to a second lien lender

under customary intercreditor provisions, such as after an event of default in

connection with a first priority perfected Lien or with respect to the liquidation of

the Obligor or of specified collateral);

(ii)

is secured by a valid second priority perfected Lien in, to or on

specified collateral securing the Obligor’s obligations under such loan (whether or

not such loan is also secured by any higher or lower priority Lien on other

collateral), but subject to purchase money Liens and customary Liens for taxes or

regulatory charges not then due and payable and other Permitted Liens under the

Related Documents; provided that such Permitted Liens do not directly secure

indebtedness for borrowed money;

(iii)

is secured, pursuant to such second priority perfected Lien, by

collateral having a value (determined as set forth below) that is adequate (in the

commercially reasonable judgment of the Collateral Manager) to repay such

Collateral Loan in accordance with its terms plus the aggregate Principal Balances

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“Scheduled Split Lien Loan” means a Collateral Loan set forth on Schedule 9 hereto that

(a) would be characterized as a First Lien Loan but which has been structured with a credit facility

that is senior in right of payment with respect to current assets and (b) satisfies the following

criteria, as of the date of origination by Main Street: (i) the aggregate commitment of the senior

credit facility is less than or equal to 25.0% of the total first lien debt (including the Split Lien

Loan and the senior credit facility as measured by aggregate first lien loans and commitments),

and (ii) the senior credit facility portion (as measured by commitment) has a trailing twelve-month

senior debt to EBITDA ratio of less than or equal to 1.0x.

of all other loans of equal or higher seniority secured by a first or second Lien in

the same collateral; and

(iv)

is not a loan which is secured solely or primarily by the common

stock of its Obligor or any of its Affiliates; provided that the limitation set forth in

The determination as to whether clause (b)(iii) of this definition is satisfied shall be based

on both (a) an analysis of the enterprise value (including, without limitation, its general financial

condition, ability to generate cash flow available for debt service and other demands for that cash

flow) of the related Obligor by the Collateral Manager or an Appraisal or other valuation (which

may be an internal Appraisal or valuation performed by the Collateral Manager) performed on or

about the date of acquisition by the Borrower or of the most recent restructuring of such Collateral

Loan, and (b) the Collateral Manager’s judgment at the time such Collateral Loan is acquired by

the Borrower.

“SEC” means the United States Securities and Exchange Commission or any

Governmental Authority succeeding to any or all of the functions thereof.

“Secured Parties” means the Administrative Agent, the Collateral Agent, the Collateral

Administrator, the Document Custodian, the Custodian (including Citibank, N.A. in its capacity

as Securities Intermediary under the Account Control Agreement), each Lender, the Collateral

Manager, and, if applicable, the Successor Collateral Manager.

“Secured Party Representatives” has the meaning assigned to such term in Section

16.09.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder, all as from time to time in effect.

“Securities Intermediary” has the meaning assigned to it in Section 8-102(a)(14) of the

UCC.

780461396 22723957

this subclause (iv) shall not apply with respect to a Collateral Loan made to a parent

entity that is secured solely or primarily by the stock of one or more of the

subsidiaries of such parent entity to the extent that either (1) in the Collateral

Manager’s reasonable judgment, the applicable Related Documents of such

Collateral Loan limit the activities of such Obligor or such subsidiary, as

applicable, in such a manner so as to provide a reasonable expectation that (x) cash

flows from such Obligor or from such subsidiary and such Obligor, as applicable,

are sufficient to provide debt service on such Collateral Loan and (y) the assets of

such Obligor or of such subsidiary and such Obligor, as applicable, would be

available to repay principal of and interest on such Collateral Loan in the event of

the enforcement of such Related Documents or (2) the granting by any such

subsidiary of a Lien on its own property would violate law or regulations applicable

to such subsidiary (whether the obligation secured is such Collateral Loan or any

other similar type of indebtedness owing to third parties).

“Security Entitlement” has the meaning assigned to such term in Section 8-102(a)(17) of

the UCC.

“Senior Collateral Management Fee” means, for any Collection Period, an amount equal

to the product of (a) 0.25% per annum, multiplied by (b) the Monthly Asset Amount (calculated

on the basis of a 360 day year and the actual number of days elapsed in the related Collection

Period).

“Signature Law” has the meaning assigned to such term in Section 16.05.

“SOFR” means a rate per annum equal to the secured overnight financing rate as

administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor

administrator of the secured overnight financing rate).

“SOFR Borrowing” shall mean a Borrowing that bears interest at a rate based on Term

SOFR, other than pursuant to clause (c) of the definition of “Base Rate”.

“Solvent” means, as to any Person, such Person is not “insolvent” within the meaning of

Section 101(32) of the Bankruptcy Code or Section 271 of the Debtor and Creditor Law of the

State of New York.

“Split First Lien Loan” means (x) a Scheduled Split First Lien Loan or (y) a Collateral

Loan that (a) would be characterized as a First Lien Loan but which has been structured with a

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“Senior Leverage Ratio” means, with respect to any Collateral Loan for any Relevant Test

Period, the meaning of “Senior Leverage Ratio”, “Senior Net Leverage Ratio”, “First Lien

Leverage Ratio”, “First Lien Net Leverage Ratio” or any comparable term relating to first lien

senior secured (or such applicable lien or applicable level within the capital structure)

indebtedness defined in the Related Documents for such Collateral Loan, or the ratio of (a) first

lien senior secured (or such applicable lien or applicable level within the capital structure)

indebtedness minus Unrestricted Cash to (b) EBITDA as calculated by the Collateral Manager in

good faith using information from and calculations consistent with the relevant financial models,

pro forma financial statements, compliance statements and financial reporting packages provided

by the relevant Obligor as per the requirements of the Related Documents.

“Specified Eligible Investment” means an Eligible Investment that is available to the

Collateral Agent, specified by the Collateral Manager to the Collateral Agent (with a copy to the

Administrative Agent) on or prior to the initial Borrowing Date; provided that, so long as no

Default or Event of Default shall have occurred and then be continuing, at any time with not less

than five Business Days’ notice to the Collateral Agent (with a copy to the Administrative Agent)

the Collateral Manager may (and, if the-then Specified Eligible Investment is no longer available

to the Collateral Agent, shall) designate another Eligible Investment that is available to the

Collateral Agent to be the Specified Eligible Investment for purposes hereof. After the occurrence

of a Default or Event of Default, a Specified Eligible Investment shall mean an Eligible

Investment which has been selected by the Administrative Agent and specified to the Collateral

Agent.

credit facility that is senior in right of payment thereto and (b) satisfies the following criteria: (i)

the aggregate commitment of the senior credit facility is less than or equal to 25.0% of the total

first lien debt (including the Split First Lien Loan and the senior credit facility as measured by

aggregate first lien loans and commitments), and (ii) the senior credit facility portion (as measured

by commitment) has a trailing twelve-month senior debt to EBITDA ratio of less than or equal to

0.5x. Collateral Loans that do not meet the requirements of this definition may be categorized as

(subject to satisfying the applicable criteria) either (a) Split Lien Loans or (b) Second Lien Loans.

“Split Lien Loan” means a (x) a Scheduled Split Lien Loan or (y) Collateral Loan that (a)

would be characterized as a First Lien Loan but which has been structured with a credit facility

that is senior in right of payment with respect to current assets and (b) satisfies the following

criteria: (i) the aggregate commitment of the senior credit facility is less than or equal to 25.0% of

the total first lien debt (including the Split Lien Loan and the senior credit facility as measured by

aggregate first lien loans and commitments), and (ii) the senior credit facility portion (as measured

by commitment) has a trailing twelve-month senior debt to EBITDA ratio of less than or equal to

1.0x. Collateral Loans that do not meet the requirements of this definition shall be deemed Second

Lien Loans.

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“Stretch Senior Loan” means any Collateral Loan (a) that is secured by a valid and

perfected first priority Lien on substantially all of the Obligor’s assets constituting the underlying

collateral for such Collateral Loan, subject to Permitted Liens, (b) for which no other secured

indebtedness of the Obligor secured by a lien on substantially all of the Obligor’s assets and senior

to the Lien of the Collateral Loan exists or is outstanding (subject to Permitted Liens), and

pari passu with, all other indebtedness of such Obligor. For purposes of determining the Advance

Rate for a Stretch Senior Loan, (i) if the Obligor of such Stretch Senior Loan is a Tier 1 Obligor

at the time of acquisition by the Borrower, then (a) that portion of such Stretch Senior Loan which,

when included in the total indebtedness of such Obligor, results in a Total Leverage Ratio of 5.50x

or less at the time of acquisition by the Borrower shall be treated as a First Lien Loan and (b) that

portion of such Stretch Senior Loan which, when included in the total indebtedness of such

Obligor, results in a Total Leverage Ratio greater than 5.50x (but less than or equal to 6.50x) at

the time of acquisition by the Borrower shall be treated as a Second Lien Loan; (ii) if the Obligor

of such Stretch Senior Loan is a Tier 2 Obligor at the time of acquisition by the Borrower, then (a)

that portion of such Stretch Senior Loan which, when included in the total indebtedness of such

Obligor, results in a Total Leverage Ratio of 4.75x or less at the time of acquisition by the

Borrower shall be treated as a First Lien Loan and (b) that portion of such Stretch Senior Loan

which, when included in the total indebtedness of such Obligor, results in a Total Leverage Ratio

greater than 4.75x (but less than or equal to 5.75x) at the time of acquisition by the Borrower shall

be treated as a Second Lien Loan; and (iii) if the Obligor of such Stretch Senior Loan is a Tier 3

Obligor at the time of acquisition by the Borrower, then (a) that portion of such Stretch Senior

Loan which, when included in the total indebtedness of such Obligor, results in a Total Leverage

Ratio of 4.25x or less at the time of acquisition by the Borrower shall be treated as a First Lien

Loan and (b) that portion of such Stretch Senior Loan which, when included in the total

indebtedness of such Obligor, results in a Total Leverage Ratio greater than 4.25x (but less than

or equal to 5.00x) at the time of acquisition by the Borrower

shall be treated as a Second Lien Loan. For all other purposes, a Stretch Senior Loan shall be

considered a First Lien Loan.

“Structured Finance Obligation” means any debt obligation owing by a finance vehicle

that is secured directly and primarily by, primarily referenced to, and/or primarily representing

ownership of, a pool of receivables or a pool of other assets, including collateralized debt

obligations, residential mortgage-backed securities, commercial mortgage-backed securities,

other asset-backed securities, “future flow” receivable transactions and other similar obligations;

provided that loans to financial service companies, factoring businesses, health care providers and

other genuine operating businesses do not constitute Structured Finance Obligations.

“Subordinated Collateral Management Fee” means, for any Collection Period, an amount

equal to the product of (a) 0.25% per annum, multiplied by (b) the Monthly Asset Amount

(calculated on the basis of a 360-day year and the actual number of days elapsed in the related

Collection Period).

“Substitute Loan” has the meaning assigned to such term in Section 10.03.

“Successor Collateral Manager” has the meaning assigned to such term in Section

11.08(b).

“Swingline Advance” means any swingline loan made by the Swingline Lender to the

Borrower pursuant to Section 2.01 and all such swingline loans collectively as the context

requires.

“Swingline Commitment” means the commitment of the Swingline Lender to fund

Swingline Advances subject to the terms and conditions herein, in an amount not greater than

$20,000,000, as such amount may be reduced, increased or assigned from time to time pursuant

to the provisions of this Agreement. The Swingline Commitment is a sub-limit of the

Commitment of the Swingline Lender, in its capacity as a Lender hereunder, and is not in addition

thereto. Each Lender shall purchase a risk participation interest in any Swingline Advance.

“Swingline Lender” has the meaning assigned such term in the introduction of this

Agreement.

“Swingline Refund Date” has the meaning assigned to such term in Section 2.15(a).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions,

withholdings (including backup withholding), assessments, fees or other charges imposed by any

taxing Governmental Authority, including any interest, additions to tax or penalties applicable

thereto.

“Term SOFR” means,

(a)

for any calculation with respect to a SOFR Borrowing, the Term SOFR

Reference Rate for a tenor comparable to the applicable Interest Accrual Period on the day

(such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S.

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Government Securities Business Days prior to the first day of such Interest Accrual Period,

as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00

p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for

the applicable tenor has not been published by the Term SOFR Administrator and a

Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not

occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as

published by the Term SOFR Administrator on the first preceding U.S. Government

Securities Business Day for which such Term SOFR Reference Rate for such tenor was

published by the Term SOFR Administrator so long as such first preceding U.S.

Government Securities Business Day is not more than three (3) U.S. Government

Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)

for any calculation with respect to any Borrowing other than a SOFR

Borrowing on any day, the Term SOFR Reference Rate for a tenor of one month on the

day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S.

Government Securities Business Days prior to such day, as such rate is published by the

Term SOFR Administrator; provided that if as of 5:00 p.m. on any Base Rate Term SOFR

Determination Day the Term SOFR Reference Rate for the applicable tenor has not been

published by the Term SOFR Administrator and a Benchmark Replacement Date with

respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the

Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator

on the first preceding U.S. Government Securities Business Day for which such Term

SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so

long as such first preceding U.S. Government Securities Business Day is not more than

three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR

Determination Day;

provided, that if Term SOFR determined as provided above (including pursuant to the proviso

under clause (a) or (b) above) is less than the Floor, then Term SOFR shall be deemed to be the

Floor.

“Term SOFR Administrator” means the CME Group Benchmark Administration Limited

(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the

Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the rate per annum determined by the

Administrative Agent, based on the rate published by the Term SOFR Administrator, as the

forward-looking term rate based on SOFR.

“Third Amendment Date” means April 24, 2025.

“Tier 1 Obligor” means an Obligor of any Collateral Loan with EBITDA greater than or

equal to $50,000,00040,000,000, determined at the most recent to occur of (i) the date such

Collateral Loan is acquired by the Borrower and (ii) the date of any subsequent increase or

modification to such Collateral Loan resulting from a material acquisition by the associated

Obligor.

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“Tier 2 Obligor” means an Obligor of any Collateral Loan with either (a) EBITDA greater

than or equal to $20,000,000 or (b) (i) EBITDA greater than $5,000,000 and less than

$20,000,000 and (ii) a Fixed Charge Coverage Ratio of greater than or equal to 1.25x and a Debt

to Capitalization Ratio of no more than 65.0% (in each case, determined at the most recent to

occur of (i) the date such Collateral Loan is acquired by the Borrower and (ii) the date of any

subsequent increase or modification to such Collateral Loan resulting from a material acquisition

by the associated Obligor).

“Tier 3 Obligor” means an Obligor that does not meet the criteria of either a Tier 1

Obligor or a Tier 2 Obligor.

“Total Leverage Ratio” means, with respect to any Collateral Loan for any Relevant Test

Period, the meaning of “Total Leverage Ratio”, “Total Net Leverage Ratio” or any comparable

term relating to total indebtedness defined in the Related Documents for such Collateral Loan or

the ratio of (a) total indebtedness minus Unrestricted Cash to (b) EBITDA as calculated by the

Collateral Manager in good faith using information from and calculations consistent with the

relevant financial models, pro forma financial statements, compliance statements and financial

reporting packages provided by the relevant Obligor as per the requirements of the Related

Documents.

“Trade Ticket” means any trade ticket, confirmation of trade, instruction to post or to

commit to the trade or similar instrument or document or other written instruction (including by

email or other electronic communication or file transfer protocol).

“Truist” has the meaning assigned to such term in the introduction to this Agreement.

“UCC” means the New York Uniform Commercial Code; provided that if, by reason of

any mandatory provisions of Law, the perfection, the effect of perfection or non-perfection or

priority of the security interests granted to the Collateral Agent pursuant to this Agreement are

governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States of

America other than the State of New York, then “UCC” means the Uniform Commercial Code as

in effect from time to time in such other jurisdiction for purposes of such perfection, effect of

perfection or non-perfection or priority.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under

the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook

(as amended from time to time) promulgated by the United Kingdom Financial Conduct

Authority, which includes certain credit institutions and investment firms, and certain affiliates of

such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative

authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding

the Benchmark Replacement Adjustment.

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“Uncertificated Security” has the meaning assigned to such term in Section 8-102(a)(18)

of the UCC.

“Unfunded Amount” means, with respect to any Collateral Loan that constitutes a

Revolving Collateral Loan or a Delayed Drawdown Collateral Loan, as of any date of

determination, the unfunded commitment of the Borrower with respect to such Collateral Loan as

of such date.

“Unrestricted Cash” has the meaning assigned to the term “Unrestricted Cash” or any

comparable term defined in the Related Documents for each Collateral Loan, and in any case that

“Unrestricted Cash” or such comparable term is not defined in such Related Documents, all cash

available for use for general corporate purposes and not held in any reserve account or legally or

contractually restricted for any particular purposes or subject to any lien (other than blanket liens

permitted under or granted in accordance with such Related Documents).

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii)

a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States person” as defined in Section

7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section

16.03(g)(iii).

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as

amended, and the applicable rules and regulations thereunder.

“Weighted Average Advance Rate” means, as of any date of determination, the weighted

average of the Advance Rates applicable to the Eligible Collateral Loans on such day, weighted

according to the proportion of the Borrowing Base that each such Eligible Collateral Loan

included in the Collateral represents.

“Weighted Average Coupon” means, as of any date, an amount equal to the number,

expressed as a percentage, obtained by:

(a)

summing the products of (i) the stated interest coupon on each Fixed Rate

Loan multiplied by (ii) the Principal Balance of such Fixed Rate Loan; and

(b)

dividing such sum by the Aggregate Principal Balance of all Fixed Rate

Loans as of such date.

“Weighted Average Coupon Test” means a test that will be satisfied on any date of

determination if the Weighted Average Coupon equals or exceeds 8.00%.

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“Weighted Average EBITDA” means, as of any date of determination, the weighted

average of EBITDA of the Obligors related to the Eligible Collateral Loans on such day, weighted

according to the proportion of the Principal Balance that each such Eligible Collateral Loan

included in the Collateral represents.

“Weighted Average EBITDA Test” means a test that will be satisfied on any date of

determination if the Weighted Average EBITDA equals or exceeds $15,000,000.

“Weighted Average Floating Spread” means, as of any date, the number obtained by

dividing:

(a)

the amount equal to (i) the Aggregate Funded Spread (with respect to all

Floating Rate Loans) plus (ii) the Aggregate Unfunded Spread, by

(b)the Aggregate Principal Balance of all Floating Rate Loans as of such

date.

“Weighted Average Life” means, as of any date of determination with respect to all

Eligible Collateral Loans, the number of years following such date obtained by:

(a)

summing the products of (i) the Average Life at such time of each Eligible

Collateral Loan multiplied by (ii)(A) the Principal Balance plus (B) the Unfunded Amount

of such Collateral Loan; and

(b)

dividing such sum by the sum of the Aggregate Principal Balance plus the

Unfunded Amount of all Eligible Collateral Loans as of such date.

For the purposes of the foregoing, the “Average Life” is, on any date of

determination with respect to any Eligible Collateral Loan, the quotient obtained by

dividing (i) the sum of the products of (A) the number of years (rounded to the nearest one

hundredth thereof) from such date of determination to the respective dates of each

successive Scheduled Distribution of principal of such Collateral Loan and (B) the

respective amounts of principal of such Scheduled Distributions by (ii) the sum of all

successive Scheduled Distributions of principal on such Collateral Loan.

“Weighted Average Life Test” means a test that will be satisfied on any date of

determination if the Weighted Average Life of the Collateral Loans as of such date is less than or

equal to 6.0 years.

“Weighted Average Spread Test” means a test that will be satisfied on any date of

determination if the Weighted Average Floating Spread equals or exceeds 5.004.50%.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete

or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle

E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time

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to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect

to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In

Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial

Institution or any contract or instrument under which that liability arises, to convert all or part of

that liability into shares, securities or obligations of that person or any other person, to provide that

any such contract or instrument is to have effect as if a right had been exercised under it or to

suspend any obligation in respect of that liability or any of the powers under that Bail-In

Legislation that are related to or ancillary to any of those powers.

“Zero Coupon Obligation” means a Collateral Loan that does not provide for periodic

payments of interest in Cash or that pays interest only at its stated maturity.

780461396 22723957

Section 1.02. Rules of Construction. For all purposes of this Agreement and the other

Facility Documents, except as otherwise expressly provided or unless the context otherwise

requires (i) singular words shall connote the plural as well as the singular and vice versa (except

as indicated), as may be appropriate, (ii) the words “herein,” “hereof” and “hereunder” and other

words of similar import used in any Facility Document refer to such Facility Document as a whole

and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision

thereof, (iii) the headings, subheadings and table of contents set forth in any Facility Document

are solely for convenience of reference and shall not constitute a part of such Facility Document

nor shall they affect the meaning, construction or effect of any provision thereof, (iv) references

in any Facility Document to “include” or “including” shall mean include or including, as

applicable, without limiting the generality of any description preceding such term, and for

purposes thereof the rule of ejusdem generis shall not be applicable to limit a general statement,

followed by or referable to an enumeration of specific matters, to matters similar to those

specifically mentioned, (v) each of the parties to this Agreement and its counsel have reviewed

and revised, or requested revisions to, this Agreement, and the rule of construction that any

ambiguities are to be resolved against the drafting party shall be inapplicable in the construction

and interpretation of this Agreement, (vi) any definition of or reference to any Facility Document,

agreement, instrument or other document shall be construed as referring to such Facility

Document, agreement, instrument or other document as from time to time amended, restated,

supplemented or otherwise modified (subject to any restrictions on such amendments,

restatements, supplements or modifications set forth herein or therein), (vii) any reference in any

Facility Document, including the introduction and recitals to such Facility Document, to any

Person shall be construed to include such Person’s successors and assigns (subject to any

restrictions set forth herein or in any other applicable agreement), (viii) any reference to any Law

herein shall refer to such Law as amended, modified, replaced or supplemented from time to time,

(ix) any Event of Default or Collateral Manager Termination Event shall be continuing until

expressly waived in writing by the requisite Lenders, (x) unless otherwise provided in any Facility

Document, all references to time of day refer to Eastern standard time or Eastern daylight savings

time, as in effect in New York City on such day, (xi) when the performance of any covenant, duty

or obligation under any Facility Document is required to be performed on a day which is not a

Business Day, the date of such performance shall extend to the next succeeding Business Day and

(xii) if any payment required by any Facility Document becomes due on a day which is not a

Business Day, such payment may be made on the next succeeding Business Day. Any direction

or order required hereunder relating to the purchase, acquisition,

sale, disposition or other transfer of the Collateral may be in the form of a Trade Ticket from the

Borrower on which the Collateral Agent and Collateral Administrator may rely. Furthermore, with

respect to any instruction to the Collateral Agent hereunder relating to the transfer of amounts on

deposit in any of the Accounts, a copy of such instruction shall also be required to be given to the

Collateral Administrator.

Section 1.03. Computation of Time Periods. Unless otherwise stated in the applicable

Facility Document, in the computation of a period of time from a specified date to a later specified

date, the word “from” means “from and including”, the word “through” means “to and including”

and the words “to” and “until” both mean “to but excluding”. Periods of days referred to in any

Facility Document shall be counted in calendar days unless Business Days are expressly

prescribed.

(a)

All calculations with respect to Scheduled Distributions on the Collateral Loans

shall be made on the basis of information as to the terms of each such Collateral Loan and upon

reports of payments, if any, received on such Collateral Loans that are furnished by or on behalf

of the Obligor of such Collateral Loans and, to the extent they are not manifestly in error, such

information or reports may be conclusively relied upon in making such calculations.

(b)

For purposes of calculating the Coverage Tests and the Maximum Advance Rate

Default Test, except as otherwise specified in the Coverage Tests or the Maximum Advance Rate

Default Test, such calculations will not include (i) scheduled interest and principal payments on

Defaulted Collateral Loans and Ineligible Collateral Loans unless or until such payments are

actually made and (ii) ticking fees and other similar fees in respect of Collateral Loans, unless or

until such fees are actually paid.

Distribution on any Collateral Loans (other than Defaulted Collateral Loans and Ineligible

Collateral Loans, which, except as otherwise provided herein, shall be assumed to have Scheduled

Distributions of zero) shall be the total amount of payments and collections to be received during

such Collection Period in respect of such Collateral Loans.

(d)

Each Scheduled Distribution received with respect to a Collateral Loan shall be

assumed to be received on the applicable Due Date.

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Section 1.04. Collateral Value Calculation Procedures. In connection with all calculations

required to be made pursuant to this Agreement with respect to Scheduled Distributions on any

Collateral Loans, or any payments on any other assets included in the Collateral, with respect to

the sale of and reinvestment in Collateral Loans, and with respect to the income that can be earned

on Scheduled Distributions on such Collateral Loans and on any other amounts that may be

received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall

be applied. The provisions of this Section 1.04 shall be applicable to any determination or

calculation that is covered by this Section 1.04, whether or not reference is specifically made to

Section 1.04, unless some other method of calculation or determination is expressly specified in

the particular provision.

(e)

References in the Priority of Payments to calculations made on a “pro forma basis”

shall mean such calculations after giving effect to all payments, in accordance with the Priority

of Payments, that precede (in priority of payment) or include the clause in which such calculation

is made.

(f)

For purposes of calculating all Concentration Limitations, in both the numerator

and the denominator of any component of the Concentration Limitations, Ineligible Collateral

Loans will be treated as having a Principal Balance equal to zero.

(g)

Determinations of the Collateral Loans, or portions thereof, that constitute Excess

Concentration Amounts will be determined in the way that produces the highest Borrowing Base

at the time of determination, it being understood that a Collateral Loan (or portion thereof) that

falls into more than one category of Collateral Loans will be deemed, solely for purposes of such

determinations, to fall only into the category that produces the highest such Borrowing Base at

such time (without duplication).

(h)

Except as otherwise provided herein, the Defaulted Collateral Loan Balance for

Defaulted Collateral Loans will be included in the calculation of the Collateral Quality Tests and

Ineligible Collateral Loans will not be included in the calculation of the Collateral Quality Tests.

(i)

For purposes of determining the Weighted Average Spread Test and the Weighted

Average Coupon Test (and related computations of stated interest coupons and Aggregate Funded

Spread), capitalized or deferred interest (and any other interest that is not required to be paid in

cash) will be excluded.

(j)

References in this Agreement to the Borrower’s “purchase” or “acquisition” of a

Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way

of a sale and/or contribution from the Parent and the Borrower’s making or origination of such

Collateral Loan. Portions of the same Collateral Loan acquired by the Borrower on different dates

(whether through purchase, receipt by contribution or the making or origination thereof, but

excluding subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral

Loans) will, for purposes of determining the purchase price of such Collateral Loan, be treated as

separate purchases on separate dates (and not a weighted average purchase price for any particular

Collateral Loan).

(k)

For the purposes of calculating compliance with each of the Concentration

Limitations all calculations will be rounded to the nearest 0.01%.

(l)

Notwithstanding any other provision of this Agreement to the contrary, all

monetary calculations under this Agreement shall be in Dollars. For purposes of this Agreement,

calculations with respect to all amounts received or required to be paid in a currency other than

Dollars shall be valued at zero.

(m)

For purposes of calculating compliance with any test under this Agreement in

connection with the acquisition or disposition of a Collateral Loan or Eligible Investment, the

trade date (and not the settlement date) with respect to any such Collateral Loan or Eligible

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Investment under consideration for acquisition or disposition shall be used to determine whether

such acquisition or disposition is permitted hereunder.

(n)

With respect to each of the Collateral Agent and the Collateral Administrator, in

case any reasonable question arises as to the interpretation of a calculation hereunder or the other

Facility Documents, each of Collateral Agent and the Collateral Administrator may request

instructions from the Administrative Agent and shall (i) be entitled at all times to refrain from

taking any actions unless it has received instruction from the Administrative Agent and (ii) act in

accordance with instructions received from the Administrative Agent.

Section 1.05. Divisions. For all purposes under the Facility Documents, in connection

with any division or plan of division under Delaware Law (or any comparable event under a

different jurisdiction’s Laws): (a) if any asset, right, obligation or liability of any Person becomes

the asset, right, obligation or liability of a different Person, then it shall be deemed to have been

transferred from the original Person to the subsequent Person, and (b) if any new Person comes

into existence, such new Person shall be deemed to have been organized on the first date of its

existence by the holders of its equity interests at such time.

ARTICLE II

ADVANCES

Section 2.01.Revolving Credit Facility. On the terms and subject to the conditions

hereinafter set forth, including Article III, each Lender severally agrees to make Advances

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Section 1.06. Rates. The Administrative Agent does not warrant or accept responsibility

for, and shall not have any liability (except as provided herein) with respect to (a) the continuation

of, administration of, submission of, calculation of or any other matter related to the Base Rate,

the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates

referred to in the definition thereof, or any alternative, successor or replacement rate thereto

(including any Benchmark Replacement), including whether the composition or characteristics of

any such alternative, successor or replacement rate (including any Benchmark Replacement) will

be similar to, or produce the same value or economic equivalence of, or have the same volume or

liquidity as, Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark

prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of

any Conforming Changes. The Administrative Agent and its affiliates or other related entities may

engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate,

Term SOFR, any alternative, successor or replacement rate (including any Benchmark

Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the

Borrower. The Administrative Agent may select information sources or services in its reasonable

discretion to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR or any other

Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to

the Borrower, any Lender or any other person or entity for damages of any kind, including direct

or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses

(whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation

of any such rate (or component thereof) provided by any such information source or service.

(including, in the case of the Swingline Lender, any Swingline Advances) from time to time on

any Business Day during the Reinvestment Period (or immediately thereafter pursuant to Section

8.04), on a pro rata basis in each case in an aggregate principal amount at any one time

outstanding up to but not exceeding such Lender’s Commitment and, as to all Lenders, in an

aggregate principal amount up to but not exceeding the Maximum Available Amount as then in

effect. For the avoidance of doubt, each Lender’s obligation to refund Swingline Advances

pursuant to Section 2.15 shall constitute usage of its Commitment. Each such borrowing of an

Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject

to the other terms and conditions of this Agreement, the Borrower may borrow (and re-

borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05. On the terms

and conditions hereinafter set forth, from time to time from the Closing Date until the end of the

Reinvestment Period, the Borrower may request the Swingline Lender to make Swingline

Advances to the Borrower, secured by the Collateral; provided that the Swingline Lender shall

not fund any Swingline Advance if, after giving effect to the amount of the Swingline Advance

requested, the aggregate principal amount of Advances outstanding would exceed the Borrowing

Base. Advances to be made for the purpose of refunding Swingline Advances shall be made by

the Lenders as provided in Section 2.15.

Section 2.02.

Making of the Advances.(a) If the Borrower desires to make a

Borrowing under this Agreement, the Borrower, or the Collateral Manager on its behalf, shall give

(b)

Each Lender shall, not later than 12:00 noon on each Borrowing Date in respect of

Advances (other than Swingline Advances), make its Percentage of the applicable Requested

Amount available to the Borrower by disbursing such funds in Dollars to the Principal Collection

Account (or in accordance with the wire instructions delivered in connection with the Notice of

Borrowing). In the case of a Swingline Advance, upon satisfaction of the applicable conditions

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each Lender, the Administrative Agent and the Collateral Agent (with a copy to the Collateral

Administrator) a written notice (each, a “Notice of Borrowing”) for such Borrowing (which notice

shall be irrevocable and effective upon receipt) not later than 2:00 p.m. at least one

(1) Business Day (or such shorter time as may be mutually agreed upon by the Borrower and the

Administrative Agent) prior to the day of the requested Borrowing; provided that any Notice of

Borrowing requesting a Swingline Advance (which notice the Administrative Agent shall forward

to the Swingline Lender and each Lender), shall be delivered not later than 12:00 noon on the day

of the requested Borrowing.

Each Notice of Borrowing shall be substantially in the form of Exhibit A, dated the date

the request for the related Borrowing is being made, signed by a Responsible Officer of the

Borrower or the Collateral Manager, as applicable, shall attach a Borrowing Base Calculation

Statement (which Borrowing Base Calculation Statement shall give pro forma effect to any

Collateral Loans being acquired with the proceeds of such Borrowing on such date or the

following Business Day) and shall otherwise be appropriately completed. The proposed

Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling on or prior

to the Commitment Termination Date, and the amount of the Borrowing requested in such Notice

of Borrowing (the “Requested Amount”) shall be equal to at least $500,000 or an integral multiple

of $100,000 in excess thereof (or, if less, the remaining unfunded Commitments hereunder or, in

the case of Revolving Collateral Loans and Delayed Drawdown Collateral Loans, such lesser

amount required to be funded by the Borrower in respect thereof).

set forth in Article III, the Swingline Lender shall make available to or at the direction of the

Borrower in same day funds by wire transfer to the Principal Collection Account (or in accordance

with the wire instructions delivered in connection with the Notice of Borrowing) an amount equal

to the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the

positive difference between (A) the Swingline Commitment then in effect and

(B) the aggregate principal balance of Swingline Advances outstanding as of such date, (iii) the

maximum amount that, after taking into account the proposed use of the proceeds of such

Swingline Advance, could be advanced to the Borrower hereunder without causing the aggregate

principal balance of Advances outstanding to exceed the Borrowing Base and (iv) the unused

Commitment at such time of Truist as Lender.

Section 2.04.

Payment of Principal and Interest. The Borrower shall pay principal and

Interest on the Advances as follows:

(a)

100% of the outstanding principal amount of each Advance, together with all

accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date.

(b)

Interest shall accrue on the unpaid principal amount of each Advance from the date

of such Advance until such principal amount is paid in full. The Administrative Agent shall

determine the unpaid Interest and Commitment Fees payable thereto prior to each Payment Date

using the applicable Interest Rate for the related Interest Accrual Period to be paid by the Borrower

on each Payment Date for the related Interest Accrual Period and shall send a consolidated invoice

of all such Interest and Commitment Fees to the Borrower on the fifth calendar day of each month

(or, if such day is not a Business Day, the next succeeding Business Day).

(c)

Accrued Interest shall be payable in arrears (x) on each Payment Date, and (y) in

connection with any prepayment of the Advances pursuant to Section 2.05(a); provided that (i)

with respect to any prepayment in full of the Advances outstanding, accrued Interest on such

amount through the date of prepayment may be payable on such date or as otherwise agreed to

between the Lenders and the Borrower and (ii) with respect to any partial prepayment of the

Advances outstanding, accrued Interest on such amount through the date of prepayment shall be

payable on the Payment Date following such prepayment (or on such date of prepayment if

requested by the Administrative Agent); provided that any Swingline Advance repaid on the date

of borrowing shall accrue one day’s interest.

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Section 2.03. Evidence of Indebtedness. Each Lender shall maintain in accordance with

its usual practice an account or accounts evidencing the indebtedness of the Borrower to it and

resulting from the Advances made by such Lender to the Borrower, from time to time, including

the amounts of principal and interest thereon and paid to it, from time to time hereunder, provided

that the failure of any Lender to maintain such accounts or any error therein shall not in any

manner affect the obligation of the Borrower to repay the Advances in accordance with the terms

of this Agreement. Each of the Collateral Agent and the Collateral Administrator shall be entitled

to conclusively rely upon the information provided to it by the Administrative Agent with respect

to the Advances outstanding with respect to each Lender.

(d)

Subject in all cases to Section 2.04(f), the obligation of the Borrower to pay the

Obligations, including the obligation of the Borrower to pay the Lenders the outstanding principal

amount of the Advances and accrued interest thereon, shall be absolute, unconditional and

irrevocable, and shall be paid strictly in accordance with the terms hereof (including Section 2.14),

under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment

which the Borrower or any other Person may have or have had against any Secured Party or any

other Person.

(e)

As a condition to the payment of principal of and Interest on any Advance without

the imposition of withholding tax, the Borrower or any Agent may require certification acceptable

to it to enable the Borrower and the Agents to determine their duties and liabilities with respect to

any taxes or other charges that they may be required to deduct or withhold from payments in

respect of such Advance under any present or future Law of the United States and any other

applicable jurisdiction, or any present or future Law of any political subdivision thereof or taxing

authority therein or to comply with any reporting or other requirements under any such Law.

(f)

Notwithstanding any other provision of this Agreement, the obligations of the

Borrower under this Agreement are limited recourse obligations of the Borrower payable solely

(g)

In connection with the use or administration of Term SOFR, the Administrative

Agent (in consultation with the Borrower) will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Facility

Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Facility

Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the

effectiveness of any Conforming Changes in connection with the use or administration of Term

SOFR.

Section 2.05. Prepayment of Advances. (a) Optional Prepayments. The Borrower may,

from time to time on any Business Day, voluntarily prepay Advances in whole or in part, without

penalty or premium; provided that the Borrower shall have delivered to the Collateral

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from the Collateral in accordance with the Priority of Payments and, following realization of the

Collateral, and application of the proceeds thereof in accordance with the Priority of Payments

and, subject to Section 2.12, all obligations of and any claims against the Borrower hereunder or

in connection herewith after such realization shall be extinguished and shall not thereafter revive.

No recourse shall be had against any officer, director, employee, shareholder, Affiliate, member,

manager, agent, partner, principal or incorporator of the Borrower or their respective successors

or assigns for any amounts payable under this Agreement. It is understood that the foregoing

provisions of this clause (f) shall not (i) prevent recourse to the Collateral for the sums due or to

become due under any security, instrument or agreement which is part of the Collateral or (ii)

constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this

Agreement until such Collateral has been realized. It is further understood that the foregoing

provisions of this clause (f) shall not limit the right of any Person to name the Borrower as a party

defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long

as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked

for or (if obtained) enforced against the Borrower.

Agent, the Collateral Administrator, the Lenders and the Administrative Agent written notice of

such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B not later than

2:00 p.m. one (1) Business Day prior to the date of such prepayment (provided that same day

notice may be given to cure any noncompliance with the Maximum Advance Rate Test or the

Maximum Advance Rate Default Test). The Borrower may also apply Principal Proceeds on

deposit in the Principal Collection Account to prepay the Advances in accordance with Section

8.02(b). Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall

be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and

otherwise appropriately completed. Each prepayment of any Advance by the Borrower pursuant

to this Section 2.05(a) (other than a prepayment made in order to cure any non-compliance with

the Maximum Advance Rate Test or the Maximum Advance Rate Default Test) shall in each case

be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount

of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the

Borrower shall make such prepayment and the payment amount specified in such notice shall be

due and payable on the date specified therein.

(b)

Mandatory Prepayments. The Borrower shall prepay the Advances on each

Payment Date in the manner and to the extent provided in the Priority of Payments. The Borrower

shall provide, in each Monthly Report, notice of the aggregate amounts of Advances that are to

be prepaid on the related Payment Date in accordance with the Priority of Payments.

(c)

Additional Prepayment Provisions.Each prepayment pursuant to this Section

2.05 shall be subject to Sections 2.04(c) and 2.10 and applied to the Advances in accordance

with the Lenders’ respective Percentages.

Section 2.06.

Changes of Commitments. (a) Automatic Reduction and Termination.

Subject to the provisions of Section 8.04, the Commitments of all Lenders shall be automatically

reduced to zero at 5:00 p.m. on the Commitment Termination Date.

(b)

Optional Reductions. Prior to the Commitment Termination Date, the Borrower

shall have the right to terminate or reduce the unused amount of the Facility Amount at any time

(c)

Effect of Termination or Reduction. The Commitments of the Lenders once

terminated or reduced may not be reinstated. Each reduction of the Facility Amount pursuant to

this Section 2.06 shall be applied ratably among the Lenders in accordance with their respective

Commitments.

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or from time to time upon not less than one (1) Business Day’s prior notice to the Collateral Agent,

the Lenders, the Collateral Administrator and the Administrative Agent of each such termination

or reduction, which notice shall specify the effective date of such termination or reduction and the

amount of any such termination or reduction; provided that (i) the amount of any such reduction

of the Facility Amount shall be equal to at least $500,000 or an integral multiple of $100,000 in

excess thereof or, if less, the remaining unused portion thereof, and (ii) no such reduction will

reduce the Facility Amount below the sum of (x) aggregate principal amount of Advances

outstanding at such time and (y) the Unfunded Amount at such time. Such notice of termination

or reduction shall be irrevocable and effective only upon receipt and shall be applied pro rata to

reduce the respective Commitments of each Lender.

Section 2.07.

Maximum Lawful Rate. It is the intention of the parties hereto that the

interest on the Advances shall not exceed the maximum rate permissible under Applicable Law.

Accordingly, anything herein to the contrary notwithstanding, in the event any interest is charged

to, collected from or received from or on behalf of the Borrower by the Lenders pursuant hereto

or thereto in excess of such maximum lawful rate, then the excess of such payment over that

maximum shall be applied first to the payment of amounts then due and owing by the Borrower

to the Secured Parties under this Agreement (other than in respect of principal of and interest on

the Advances) and then to the reduction of the outstanding principal amount of the Advances of

the Borrower.

Section 2.08.

Several Obligations. The failure of any Lender to make any Advance to

be made by it on the date specified therefor shall not relieve any other Lender of its obligation to

make its Advance on such date. None of the Agents shall be responsible for the failure of any

Lender to make any Advance, and no Lender shall be responsible for the failure of any other

Lender to make an Advance required to be made by such other Lender.

Section 2.09.

Increased Costs.

(a)

Increased Costs Generally. If any Change in Law shall:

(i)

impose, modify or deem applicable any reserve (including pursuant to

regulations issued from time to time by the Federal Reserve Board for determining the

maximum reserve requirement (including any emergency, special, supplemental or other

marginal reserve requirement) with respect to eurocurrency funding (currently referred to

as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan,

insurance charge or similar requirement against assets of, deposits with or for the account

of, or credit extended or participated in by, any Lender;

(ii)

subject any Affected Person to any Taxes (other than (A) Indemnified

Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes

and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,

commitments, or other obligations, or its deposits, reserves, other liabilities or capital

attributable thereto; or

(iii)

impose on any Affected Person any other condition, cost or expense (other

than Taxes) affecting this Agreement or Advances made by such Affected Person;

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and the result of any of the foregoing shall be to increase the cost to such Affected Person

of making, continuing, converting into or maintaining any SOFR Borrowing (or maintaining its

obligation to make any such SOFR Borrowing) or to reduce the amount of any sum received or

receivable by such Affected Person hereunder (whether of principal, interest or otherwise), then

the Borrower will pay to such Lender such additional amount or amounts as will compensate such

Affected Person for such additional costs incurred or reduction suffered as specified in a certificate

delivered to the Borrower pursuant to clause (c) of this Section 2.09; provided that the Borrower

shall only be obligated to reimburse for such additional amount or amounts under this clause (a) to

the extent such amounts being requested are consistent with amounts that such Affected Person is

generally charging similarly situated borrowers under similar credit facilities.

(b)

Capital Requirements. If any Affected Person determines that any Change in Law

regarding capital or liquidity requirements has or would have the effect of reducing the rate of

return on such Affected Person’s capital or on the capital of such Affected Person’s holding

(c)

Certificates from Lenders. A certificate of an Affected Person setting forth in

reasonable detail the basis for such demand and the amount or amounts, in Dollars, necessary to

compensate such Affected Person or its holding company as specified in clause (a) or (b) of this

Section 2.09 shall be promptly delivered to the Borrower and shall be conclusive absent manifest

error. The Borrower shall pay such amount shown as due on any such certificate on the next

Payment Date after receipt thereof.

(d)

Delay in Requests. Failure or delay on the part of any Affected Person to demand

compensation pursuant to this Section 2.09 shall not constitute a waiver of such Affected Person’s

right to demand such compensation; provided that the Borrower shall not be required to

compensate an Affected Person pursuant to this Section 2.09 for any increased costs, reductions,

penalties or interest incurred more than six months prior to the date that such Affected Person

notifies the Borrower of the Change in Law giving rise to any increased costs or reductions and of

such Affected Person’s intention to claim compensation therefor; provided further that, if the

Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month

period referred to above shall be extended to include the period of retroactive effect thereof.

(e)

Lending Office. Upon the occurrence of any event giving rise to the Borrower’s

obligation to pay additional amounts to a Lender pursuant to clauses (a) or (b) of this Section

2.09, such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall

policy considerations of such Lender) to designate a different lending office if such designation

would reduce or obviate the obligations of the Borrower to make future payments of such

additional amounts; provided that such designation is made on such terms that such Lender and

its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as

reasonably determined by such Lender), with the object of avoiding future consequence of the

event giving rise to the operation of any such provision.

Section 2.10. Compensation; Breakage Payments. The Borrower agrees to compensate

each Affected Person from time to time, on the Payment Date (or on the applicable date of

prepayment), following such Affected Person’s written request (which request shall set

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company, if any, as a consequence of this Agreement or the Advances made by such Affected

Person to a level below that which such Affected Person or such Affected Person’s holding

company could have achieved but for such Change in Law (taking into consideration such

Affected Person’s policies and the policies of such Affected Person’s holding company with

respect to capital adequacy and liquidity coverage), by an amount deemed to be material by such

Affected Person, then from time to time the Borrower will pay to such Affected Person in Dollars,

such additional amount or amounts as will compensate such Affected Person or such Affected

Person’s holding company for any such reduction suffered or charge imposed; provided that (x)

the amounts payable under this Section 2.09 shall be without duplication of amounts payable under

Section 16.03 and shall not include any Excluded Taxes; and (y) the Borrower shall only be

obligated to reimburse for such amounts under this clause (b) to the extent such amounts are

consistent with amounts that such Affected Person is generally charging similarly situated

borrowers under similar credit facilities.

forth the basis for requesting such amounts), in accordance with the Priority of Payments for all

reasonable losses, expenses and liabilities (including any interest paid by such Affected Person to

lenders of funds borrowed to make or carry an Advance computed by reference to the then-

current Benchmark and any loss sustained by such Affected Person in connection with the re-

employment of such funds but excluding loss of anticipated profits), which such Affected Person

may sustain: (i) if for any reason (including any failure of a condition precedent set forth in Article

III but excluding a default by the applicable Lender) any Advance computed by reference to the

then-current Benchmark by the Borrower does not occur on the Borrowing Date specified therefor

in the applicable Notice of Borrowing delivered by the Borrower, (ii) if any payment, prepayment

or conversion of any of the Borrower’s Advances occurs on a date that is not the last day of the

relevant Interest Accrual Period, (iii) if any payment or prepayment of any Advance computed by

reference to the then-current Benchmark is not made on a Payment Date or pursuant to a Notice

of Prepayment given by the Borrower or (iv) as a consequence of any other default by the

Borrower to repay its Advances when required by the terms of this Agreement. A certificate as

to any amounts payable pursuant to this Section 2.10 submitted to the Borrower by any Lender

(with a copy to the Agents, and accompanied by a reasonably detailed calculation of such amounts

and a description of the basis for requesting such amounts) shall be conclusive in the absence of

manifest error.

Section 2.11.

Illegality; Inability to Determine Rates; Benchmark Replacement

Setting.

(a)

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, if,

prior to the commencement of any Interest Accrual Period for any SOFR Borrowing:

(i)

theAdministrativeAgentshallhavedetermined(which

determination shall be conclusive absent manifest error) that “Term SOFR” cannot be

determined pursuant to the definition thereof, or

(ii)

the Administrative Agent shall have received notice from the

Required Lenders that Term SOFR for such Interest Accrual Period will not adequately

and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR

Borrowings for such Interest Accrual Period,

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then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly

confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders

to make SOFR Borrowings, and any right of the Borrower to continue SOFR Borrowings or to

convert Advances computed by reference to the Base Rate to SOFR Borrowings, shall be

suspended (to the extent of the affected SOFR Borrowings or affected Interest Accrual Periods)

until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower

may revoke any pending request for a borrowing of, conversion to or continuation of SOFR

Borrowings (to the extent of the affected SOFR Borrowings or affected Interest Accrual Periods)

or, failing that, the Borrower will be deemed to have converted any such request into a request for

a Borrowing of or conversion to an Advance computed by reference to the Base Rate in the

amount specified therein and (ii) any outstanding affected SOFR Borrowings will be

deemed to have been converted into an Advance computed by reference to the Base Rate at the

end of the applicable Interest Accrual Period. Upon any such conversion, the Borrower shall

also pay accrued interest on the amount so converted, together with any additional amounts

required pursuant to Section 2.09.

Subject to paragraphs (b) through (f) below, if the

Administrative Agent determines (which determination shall be conclusive and binding absent

manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any

given day, the interest rate on Advances computed by reference to the Base Rate shall be

determined by the Administrative Agent without reference to clause (c) of the definition of “Base

Rate” until the Administrative Agent revokes such determination. If the Benchmark

Replacement is Daily Simple SOFR, all Interest payments will be payable on a monthly basis.

(b)

Benchmark Replacement. Notwithstanding anything to the contrary herein or in

any other Facility Document, if a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a

(c)

Benchmark Replacement Conforming Changes. In connection with the use,

administration, adoption or implementation of a Benchmark Replacement, the Administrative

Agent (in consultation with the Borrower) will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Facility

Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Facility

Document.

(d)

Notices; Standards for Decisions and Determinations. The Administrative Agent

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Benchmark Replacement is determined in accordance with clause (a) of the definition of

“Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark

Replacement will replace such Benchmark for all purposes hereunder and under any Facility

Document in respect of such Benchmark setting and subsequent Benchmark settings without any

amendment to, or further action or consent of any other party to, this Agreement or any other

Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause

(b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such

Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any

Facility Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th)

Business Day after the date notice of such Benchmark Replacement is provided to the Lenders

without any amendment to, or further action or consent of any other party to, this Agreement or

any other Facility Document so long as the Administrative Agent has not received, by such time,

written notice of objection to such Benchmark Replacement from Lenders comprising the

Required Lenders.

will promptly notify the Borrower, the Collateral Agent, the Collateral Administrator and the

Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of

any Conforming Changes in connection with the use, administration, adoption or implementation

of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the

removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(e) and (y) the

commencement of any Benchmark Unavailability Period. Any determination, decision or election

that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders)

pursuant to this Section 2.11, including any determination with respect to a tenor, rate or

adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any

decision to take or refrain from taking any action or any selection, will be conclusive and binding

absent manifest error and may be made in its or their sole discretion and without consent from any

other party to this Agreement or any other Facility Document, except, in each case, as expressly

required pursuant to this Section 2.11.

(e)

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary

herein or in any other Facility Document, at any time (including in connection with the

(f)

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the

commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending

request for a SOFR Borrowing of, conversion to or continuation of SOFR Borrowings to be made,

converted or continued during any Benchmark Unavailability Period and, failing that, the

Borrower will be deemed to have converted any such request into a request for a Borrowing of or

conversion to Advances computed by reference to the Base Rate. During a Benchmark

Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available

Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for

such Benchmark, as applicable, will not be used in any determination of the Base Rate. None of

the Collateral Agent, the Custodian, the Document Custodian or the Collateral Administrator will

have any responsibility for the selection or determination of an alternate benchmark rate or other

replacement index, or any liability for any failure or delay in performing their duties hereunder

solely as a result of the unavailability of a benchmark rate during a Benchmark Unavailability

Period.

(g)

Illegality. If any Change in Law shall make it unlawful or impossible for any

Lender to perform any of its obligations hereunder, to make, maintain or fund any SOFR

Borrowing or to determine or charge interest rates based upon SOFR, the Term SOFR Reference

Rate or Term SOFR and such Lender shall so notify the Administrative Agent, the Administrative

Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until

such Lender notifies the Administrative Agent and the Borrower that the circumstances giving

rise to such suspension no longer exist, the obligation of such Lender to make SOFR Borrowings,

or to continue or convert outstanding Advances as or into SOFR Borrowings, shall be suspended.

In the case of the making of a SOFR Borrowing, such Lender’s

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implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate

(including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not

displayed on a screen or other information service that publishes such rate from time to time as

selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor

for the administrator of such Benchmark has provided a public statement or publication of

information announcing that any tenor for such Benchmark is not or will not be representative,

then the Administrative Agent may modify the definition of “Interest Accrual Period” (or any

similar or analogous definition) for any Benchmark settings at or after such time to remove such

unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i)

above either (A) is subsequently displayed on a screen or information service for a Benchmark

(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement

that it is not or will not be representative for a Benchmark (including a Benchmark Replacement),

then the Administrative Agent may modify the definition of “Interest Accrual Period” (or any

similar or analogous definition) for all Benchmark settings at or after such time to reinstate such

previously removed tenor.

Advance shall be made as an Advance computed by reference to the Base Rate as part of the same

Borrowing for the same Interest Accrual Period and, if the affected SOFR Borrowing is then

outstanding, such Advance shall be converted to an Advance computed by reference to the Base

Rate either (i) on the last day of the then current Interest Accrual Period applicable to such SOFR

Borrowing if such Lender may lawfully continue to maintain such Advance to such date or (ii)

immediately if such Lender shall determine that it may not lawfully continue to maintain such

SOFR Borrowing to such date. Notwithstanding the foregoing, the affected Lender shall, prior to

giving such notice to the Administrative Agent, use reasonable efforts to designate a different

lending office if such designation would avoid the need for giving such notice and if such

designation would not otherwise be disadvantageous to such Lender in the good faith exercise of

its discretion. Upon any such prepayment or conversion, the Borrower shall also pay accrued

interest on the amount so prepaid or converted, together with any additional amounts required

pursuant to Section 2.09.

Section 2.12.

Rescission or Return of Payment. The Borrower agrees that, if at any time

(including after the occurrence of the Final Maturity Date) all or any part of any payment

theretofore made by it to any Secured Party or any designee of a Secured Party is or must be

rescinded or returned for any reason whatsoever (including the insolvency, bankruptcy or

reorganization of the Borrower or any of its Affiliates), the obligation of the Borrower to make

such payment to such Secured Party shall, for the purposes of this Agreement, to the extent that

such payment is or must be rescinded or returned, be deemed to have continued in existence and

this Agreement and any other applicable Facility Document shall continue to be effective or be

reinstated, as the case may be, as to such obligations, all as though such payment had not been

made.

Section 2.13. Past Due Interest. The Borrower shall pay interest on all Obligations (other

than principal and interest on the Advances, where the default rate is reflected in the Applicable

Margin) that are not paid when due for the period from the due date thereof until the date the same

is paid in full at the Past Due Rate. Interest payable at the Past Due Rate shall be payable on each

Payment Date in accordance with the Priority of Payments.

Section 2.14.

Payments Generally. (a) All amounts owing and payable to any Secured

Party, any Affected Person or any Indemnified Party, in respect of the Advances and other

Obligations, including the principal thereof, interest, fees, indemnities, expenses or other amounts

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payable under this Agreement or any other Facility Document, shall be paid by the Borrower to

the applicable recipient in Dollars, in immediately available funds, in accordance with the Priority

of Payments, and all without counterclaim, setoff, deduction, defense, abatement, suspension or

deferment. Each Lender shall provide wire instructions (and any other information reasonably

requested in order to effect any payment hereunder) to the Borrower, the Administrative Agent

and the Collateral Agent. All payments made by the Collateral Agent pursuant to a Monthly

Report on any Payment Date shall be wired by the Collateral Agent by 2:00 p.m. on such Payment

Date. Prepayments to be made pursuant to Section 2.05 for which the Collateral Agent and the

Collateral Administrator has received a Notice of Prepayment one (1) Business Day prior to the

scheduled date of prepayment shall be wired by the Collateral Agent by 12:00 noon on such date.

All other payments by the Borrower must be received by the Collateral Agent on or prior to 1:00

p.m. on a Business Day (the Collateral Agent shall then wire such funds to the Lenders by 3:00

p.m. on such Business Day); provided that, payments received

by the Collateral Agent after 1:00 p.m. or payments received by the Lenders after 3:00 p.m. on a

Business Day will be deemed to have been paid on the next following Business Day. For the

avoidance of doubt, for purposes of Section 6.01, amounts paid by the Borrower shall be deemed

received upon payment by the Borrower to the Collateral Agent. At no time will the Collateral

Agent have any duty (express or implied) to fund (or front or advance) any amount owing by the

Borrower hereunder.

(b)

Except as otherwise expressly provided herein, all computations of interest, fees and

other Obligations shall be made on the basis of a year of 360 days for the actual number of days

elapsed in computing interest on any Advance, the date of the making of the Advance shall be

included and the date of payment shall be excluded; provided that, if an Advance (including any

Swingline Advance) is repaid on the same day on which it is made, one day’s Interest shall be

paid on such Advance. All computations made by a Lender, the Collateral Agent, the Collateral

Administrator or the Administrative Agent under this Agreement or any other Facility Document

shall be conclusive absent manifest error.

Section 2.15.

Refunding of Swingline Advances.

(a)

Each Swingline Advance shall be refunded by the Lenders (other than the

Swingline Lender) on the second Business Day following the date of such Swingline Advance

(each such date, a “Swingline Refund Date”). Such refunding shall be made by the Lenders ratably

in accordance with their respective Percentages and shall thereafter be reflected as Advances of

the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its

respective pro rata share of Advances as required to repay Swingline Advances outstanding to the

Swingline Lender no later than 12:00 noon on the applicable Swingline Refund Date.

(b)

The Borrower shall pay to the Swingline Lender, within five (5) days of demand,

the amount of such Swingline Advances to the extent amounts received from the Lenders are not

sufficient to repay in full the outstanding Swingline Advances requested or required to be

refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by

or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of

the amount so recovered shall be ratably shared among all the Lenders (other than the Swingline

Lender) in accordance with their respective Percentages.

(c)

Each Lender acknowledges and agrees that its obligation to refund Swingline

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Advances in accordance with the terms of this Section is absolute and unconditional and shall not

be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth

in Article III. Further, each Lender agrees and acknowledges that, if prior to the refunding of any

outstanding Swingline Advances pursuant to this Section, an Insolvency Event relating to the

Borrower shall have occurred, each Lender will, on the date the applicable Advance would have

been made, purchase an undivided participating interest in the Swingline Advance to be refunded

in an amount equal to its Percentage of the aggregate outstanding amount of such Swingline

Advance. Each Lender will immediately transfer to the Swingline Lender, in immediately

available funds, the amount of its participation and upon receipt thereof the Swingline Lender will

deliver to such Lender a certificate evidencing such participation dated the date of receipt of such

funds and for such amount. Whenever, at any time after the Swingline

Lender has received from any Lender such Lender’s participating interest in a Swingline

Advance, the Swingline Lender receives any payment on account thereof, the Swingline Lender

will distribute to such Lender its participating interest in such amount (appropriately adjusted, in

the case of interest payments, to reflect the period of time during which such Lender’s

participating interest was outstanding and funded).

(d)

Notwithstanding anything contained in this Agreement to the contrary, the

Swingline Lender shall not be obligated to make any Swingline Advance at a time when any other

Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements (which

may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which

are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure

(without giving effect to Section 2.16(a)(iii)) with respect to any such Defaulting Lender.

Section 2.16.

Defaulting Lenders.

(a)

Notwithstanding anything to the contrary contained in this Agreement, if any

Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a

Defaulting Lender, to the extent permitted by Applicable Law:

(i)

Such Defaulting Lender’s right to approve or disapprove any amendment,

waiver or consent with respect to this Agreement shall be restricted as set forth in Section

16.01(d).

(ii)

Defaulting Lender Waterfall. Any payment of principal, interest, fees or

other amounts received by the Administrative Agent for the account of such Defaulting

Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise)

shall be applied at such time or times as may be determined by the Administrative Agent

as follows: first, to the payment of any amounts owing by such Defaulting Lender to the

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Administrative Agent hereunder; second, to the payment of any amounts owing by that

Defaulting Lender to the Swingline Lender hereunder; third, if so determined by the

Administrative Agent or requested by the Swingline Lender, to be held as cash collateral

for future funding obligations of that Defaulting Lender for any participation in any

Swingline Advance; fourth, as the Borrower may request (so long as no Default or Event

of Default exists), to the funding of any Advance in respect of which such Defaulting

Lender has failed to fund its portion thereof as required by this Agreement, as determined

by the Administrative Agent; fifth, if so determined by the Administrative Agent and the

Borrower, to be held as cash collateral for future funding obligations of such Defaulting

Lender to fund Advances under this Agreement; sixth, to the payment of any amounts

owing to the Lenders as a result of any judgment of a court of competent jurisdiction

obtained by any Lender against such Defaulting Lender as a result of such Defaulting

Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or

Event of Default exists, to the payment of any amounts owing to the Borrower as a result

of any judgment of a court of competent jurisdiction obtained by the Borrower against such

Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under

this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court

of competent jurisdiction; provided that if (x) such payment is a payment of the

principal amount of any Advances or funded participation in Swingline Advances in

respect of which such Defaulting Lender has not fully funded its appropriate share, and

(y) such Advances were made at a time when the conditions set forth in Section 3.02 were

satisfied or waived, such payment shall be applied solely to pay the Advances of, and

funded participation in Swingline Advances owed to, all non-Defaulting Lenders on a pro

rata basis prior to being applied to the payment of any Advances of, and funded

participation in Swingline Advances owed to, such Defaulting Lender until such time as

all Advances are held by the Lenders pro rata in accordance with their Percentages of the

Commitments. Any payments, prepayments or other amounts paid or payable to a

Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender

or to post cash collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and

redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)

During any period in which there is a Defaulting Lender, for purposes of

computing the amount of the obligation of each non-Defaulting Lender to (a) acquire,

(iv)

For any period during which such Lender is a Defaulting Lender, such

Lender shall not be entitled to receive any Commitment Fee for any period during which

that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such

fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b)

If the Administrative Agent and the Swingline Lender agree in writing in their sole

discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the

Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified

in such notice and subject to any conditions set forth therein (which may include arrangements

with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion

Section 2.17.

Replacement of Lenders.

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refinance or fund participations in Swingline Advances pursuant to Section 2.15 or (b)

make Advances to the Borrower to repay a Swingline Advance pursuant to Section 2.02,

the “Percentage” of each non-Defaulting Lender shall be computed without giving effect

to the Commitment of that Defaulting Lender; provided that each such reallocation shall

be given effect only if the aggregate obligation of each non-Defaulting Lender to acquire,

refinance or fund participations in Swingline Advances shall not exceed the positive

difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the

aggregate outstanding principal amount of the Advances of that Lender.

of outstanding Advances of the other Lenders or take such other actions as the Administrative

Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the

Lenders in accordance with their respective Percentages of the Commitments, whereupon such

Lender will cease to be a Defaulting Lender; provided that no adjustments will be made

retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while

that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise

expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender

will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s

having been a Defaulting Lender.

(a)

Notwithstanding anything to the contrary contained herein, in the event that

(i)

such Potential Terminated Lender shall have received payment of an

amount equal to the outstanding principal of its Advances, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder and under the other Facility

Documents (including any amounts under Section 2.10) from the Replacement Lender (to

the extent of such outstanding principal and accrued interest and fees) or the Borrower (in

the case of all other amounts);

(ii)

in the case of any such assignment resulting from a claim for compensation

under Section 2.09 or payments required to be made pursuant to Section 16.03, such

assignment will result in a reduction in such compensation or payments thereafter;

(iii)

such assignment does not conflict with Applicable Law; and

(iv)

in the case of an assignment based on clause (z) above, the Replacement

Lender shall have consented to the applicable amendment, waiver or consent.

(c)

No Lender shall be required to make any assignment or delegation pursuant

to Section 2.17(a) if, prior thereto, as a result of a waiver by such Lender or otherwise, the

circumstances entitling the Borrower to require such assignment and delegation cease to

apply.

Section 2.18.

Increase in Facility Amount.

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(x) any Affected Person shall request reimbursement for amounts owing pursuant to Section 2.09

or 16.03, (y) a Lender is a Defaulting Lender or (z) any Lender does not give or approve any

consent, waiver or amendment that requires the approval of all Lenders or all affected Lenders in

accordance with the terms hereof and has been approved by the Required Lenders (any such

Lender in clauses (x), (y) and (z), a “Potential Terminated Lender”), the Borrower, at its sole

expense and effort, shall be permitted, upon no less than ten (10) days’ written notice to the

Administrative Agent and such Potential Terminated Lender, to require such Potential Terminated

Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions

contained in, and consents required by, Section 16.06), all of its interests, rights (other than its

existing rights to payments pursuant to Sections 2.09 and 16.03) and obligations under this

Agreement and the related Facility Documents to an assignee permitted pursuant to Section 16.06

(a “Replacement Lender”) that shall assume such obligations (which assignee may be another

Lender, if such Lender accepts such assignment); provided that:

(b) Each Potential Terminated Lender hereby agrees to take all actions

reasonably necessary, at the sole expense of the Borrower, to permit a Replacement

Lender to succeed to its rights and obligations hereunder. Upon the effectiveness of any

such assignment to a Replacement Lender, (i) such Replacement Lender shall become a

“Lender” hereunder for all purposes of this Agreement and the other Facility Documents,

(ii) such Replacement Lender shall have a Commitment in the amount not less than the

Potential Terminated Lender’s Commitment assumed by it and (iii) the Commitment of

the Potential Terminated Lender shall be terminated in all respects.

(a)

The Borrower may, at any time and from time to time prior to the Commitment

(b)

In connection with any Facility Amount Increase other than in connection with a

Facility Amount Increase Agreement, at the request of the Borrower, a Permitted Assignee may

join this Agreement as a Lender and assume all rights and obligations of a Lender under this

Agreement and the other Facility Documents, subject to the following conditions: (i) the

Commitment of the new Lender shall be in addition to the Commitment of the existing Lenders

in effect on the date of such new Lender’s entry into this Agreement and the Facility Amount

shall be increased in a corresponding amount; (ii) such new Lender shall deliver to the Borrower

the applicable tax forms required by Section 16.03(g); and (iii) the new Lender and the Borrower

shall execute and deliver to the Administrative Agent a Lender Joinder Agreement substantially

in the form of Exhibit F-3 (each, a “Lender Joinder Agreement”).

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Termination Date, increase the Facility Amount, either through an increase in the Commitment

of a particular Lender or addition of a new Lender, by delivering a request substantially in the

form attached hereto as Exhibit F-1 (each, a “Facility Amount Increase Request”) or in such other

form acceptable to the Administrative Agent at least 30 days (or such lesser number of days as is

acceptable to the Administrative Agent) before the desired effective date of such increase (the

“Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or

additional Commitments for existing Lender(s) which have consented to such increase), and the

amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that

(i) any increase of the aggregate amount of the Facility Amount shall be in an amount not less

than $10,000,000, (ii) no Default or Event of Default shall have occurred and be continuing at the

time of the request or the effective date of the Facility Amount Increase,

(iii) all representations and warranties contained in Article IV hereof (as the same may be amended

from time to time) shall be true and correct in all material respects at the time of such request and

on the effective date of such Facility Amount Increase, (iv) the Administrative Agent shall have

provided its written consent to such increase, (v) each existing Lender that has agreed to increase

its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement substantially

in the form attached hereto as Exhibit F-2 (each, a “Facility Amount Increase Agreement”), (vi)

each new Lender shall satisfy the conditions set forth in Section 2.18(b), and

(vii) any increase of the Facility Amount to an amount in excess of $800,000,000 will require the

approval of the Required Lenders. The effective date of the Facility Amount Increase shall be

agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the

new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient

such that after giving effect to its advance each Lender shall have outstanding its Percentage of

Advances. It shall also be a condition to such effectiveness that the Borrower shall not have

terminated any portion of the Facility Amount pursuant to Section 2.06 hereof. The Borrower

agrees to pay any reasonable and documented expenses of the Administrative Agent relating to

any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall

have any obligation to increase its Commitment and no Lender’s Commitment shall be increased

without its consent thereto, and each Lender may in its sole and absolute discretion,

unconditionally and without cause, decline to increase its Commitment.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01.

Conditions Precedent to Initial Advances. The obligation of each Lender

to make its initial Advance hereunder shall be subject to the conditions precedent that the

Administrative Agent shall have received on or before the Closing Date the following, each in

form and substance reasonably satisfactory to the Administrative Agent:

(a)

each of the Facility Documents (other than the Collateral Agent and Collateral

Administrator Fee Letter, which shall be delivered directly to Citibank and Virtus Group, LP)

duly executed and delivered by the parties thereto, which shall each be in full force and effect;

(b)

true and complete copies of the Constituent Documents of the Borrower, the

Collateral Manager and the Parent as in effect on the Closing Date;

(c)

true and complete copies certified by a Responsible Officer of the Borrower of all

Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required

in connection with the transactions contemplated by this Agreement;

(d)

a certificate of a Responsible Officer of the Borrower and the Collateral Manager

certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board

(e)

[reserved];

(f)

[reserved];

(g)

financing statements (or the equivalent thereof in any applicable foreign

jurisdiction, as applicable) in proper form for filing on the Closing Date, under the UCC with the

Delaware Secretary of State, the Maryland Department of Assessments and Taxation and any

other applicable filing office in any applicable jurisdiction that the Administrative Agent deems

necessary or desirable in order to perfect the interests in the Collateral contemplated by this

Agreement and the Purchase and Contribution Agreement;

(h)

copies of proper financing statement amendments (or the equivalent thereof in any

applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and

other rights of any Person in the Collateral previously granted by the Borrower, the Parent or any

transferor;

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of directors or members or other governing body approving this Agreement and the other Facility

Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that

its representations and warranties set forth in the Facility Documents to which it is a party are true

and correct in all material respects as of the Closing Date (except to the extent such representations

and warranties expressly relate to any earlier date, in which case such representations and

warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default

or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen

signature of each of its Responsible Officers authorized to execute the Facility Documents to

which it is a party;

(i)

legal opinions (addressed to each of the Secured Parties) of Dechert LLP, counsel

to the Borrower, the Parent and the Collateral Manager, Dentons US LLP, counsel to the

Collateral Agent, the Document Custodian, the Custodian and the Collateral Administrator and

Porter Hedges LLP, counsel to the Collateral Administrator, covering such matters as the

Administrative Agent and its counsel shall reasonably request;

(j)

evidence reasonably satisfactory to it that all of the Covered Accounts shall have

been established and the Account Control Agreement shall have been executed and delivered by

the Borrower, the Collateral Agent and the Custodian, and shall be in full force and effect;

(k)

evidence that (x) all fees and expenses due and owing to the Administrative Agent,

each Lender, Citibank, in its respective capacities hereunder, and Virtus Group, LP on or prior to

the Closing Date have been received or will be received contemporaneous with closing;

(l)

delivery of such Collateral (including any promissory note, executed assignment

agreements and word or pdf copies of the principal credit agreement for each initial Collateral

Loan, to the extent received by the Borrower) in accordance with the provisions of Article XIII

shall have been effected;

(m)

a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date,

certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent,

on the Closing Date and, in the case of clauses (i) through (iii) below, immediately prior to the

delivery thereof on the Closing Date:

(i)

the Borrower is the owner of such Collateral free and clear of any Liens

except for (A) those which are being released on the Closing Date and (B) Permitted Liens;

(ii)

the Borrower has acquired its ownership in such Collateral in good faith

without notice of any adverse claim, except as described in clause (i) above;

(iii)

the Borrower has not assigned, pledged or otherwise encumbered any

interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise

encumbered, it has been released) other than Permitted Liens or interests granted pursuant

to this Agreement;

(iv)

the Borrower has full right to grant a security interest in and assign and

pledge such Collateral to the Collateral Agent; and

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(y) the reasonable and documented fees and expenses of Mayer Brown LLP, counsel to the

Administrative Agent, Dentons US LLP, counsel to the Collateral Administrator and Citibank, in

its respective capacities hereunder, and Porter Hedges LLP, counsel to the Collateral

Administrator, in connection with the transactions contemplated hereby (to the extent invoiced

prior to the Closing Date); and (z) all other reasonable and documented up-front expenses and fees

(including legal fees of outside counsel and any fees required under the Collateral Agent and

Collateral Administrator Fee Letter that are invoiced at least one Business Day prior to the Closing

Date), shall have been paid by the Borrower;

(v) upon grant by the Borrower and the filing of the financing statements

contemplated in clause (g) above, the Collateral Agent has a first priority perfected

security interest in the Collateral, except Permitted Liens or as permitted by this

Agreement;

(n)

all documentation and other information requested by any such Lender required

by bank regulatory authorities under applicable “know your customer” and anti-money laundering

rules and regulations, including the PATRIOT Act, and the Administrative Agent shall have

received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower,

the Collateral Manager and the Parent; and

(o)

such other opinions, instruments, certificates and documents from the Borrower,

the Collateral Manager and the Parent as the Agents or any Lender shall have reasonably

requested.

Section 3.02. Conditions Precedent to Each Borrowing. The obligation of each Lender

to make each Advance to be made by it (including the initial Advance and any Swingline Advance)

on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided

that the conditions described in clauses (c) and (d) (other than a Default or Event of Default

described in Section 6.01(f)) below need not be satisfied if the proceeds of the Borrowing are used

to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the

Borrower or to fund the Revolving Reserve Account to the extent required under Section 8.04:

(a)

the Administrative Agent (and, with respect to any Swingline Advance, the

Swingline Lender) shall have received a Notice of Borrowing with respect to such Advance

(including the Borrowing Base Calculation Statement attached thereto, all duly completed)

delivered in accordance with Section 2.02;

(b)

immediately after the making of such Advance on the applicable Borrowing Date,

each Coverage Test shall be satisfied (or in the case of the Interest Coverage Ratio Test, was

satisfied as of the most recent Monthly Reporting Date) (as demonstrated on the Borrowing Base

Calculation Statement attached to such Notice of Borrowing);

(c)

each of the representations and warranties of the Borrower, the Parent and the

Collateral Manager contained in the Facility Documents shall be true and correct in all material

respects as of such Borrowing Date (except to the extent such representations and warranties

expressly relate to any earlier date, in which case such representations and warranties shall be true

and correct in all material respects as of such earlier date as if made on such date);

(d)

no Default, Event of Default, Potential Collateral Manager Termination Event or

Collateral Manager Termination Event shall have occurred and be continuing at the time of the

making of such Advance or shall result upon the making of such Advance; and

(e)

the Reinvestment Period shall not have terminated.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01.

Representations and Warranties of the Borrower.

The Borrower

represents and warrants to each of the Secured Parties on and as of each Measurement Date (and,

in respect of clause (i) below, each date such information is provided by or on behalf of it), as

follows:

(a)

Due Organization. The Borrower is a limited liability company duly organized

and validly existing under the Laws of the State of Delaware, with full power and authority to

own and operate its assets and properties, conduct the business in which it is now engaged and to

execute and deliver and perform its obligations under this Agreement and the other Facility

Documents to which it is a party.

(b)

Due Qualification and Good Standing. The Borrower is in good standing in the

State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is

in good standing in each other jurisdiction in which the nature of its business, assets and properties,

including the performance of its obligations under this Agreement, the other Facility Documents

to which it is a party and its Constituent Documents, requires such qualification, except where the

failure to be so qualified or in good standing could not reasonably be expected to have a Material

Adverse Effect.

(c)

Due Authorization; Execution and Delivery; Legal, Valid and Binding;

Enforceability. The execution and delivery by the Borrower of, and the performance of its

obligations under the Facility Documents to which it is a party and the other instruments,

certificates and agreements contemplated thereby are within its powers and have been duly

authorized by all requisite action by it and have been duly executed and delivered by it and

constitute its legal, valid and binding obligations enforceable against it in accordance with their

respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general

principles of equity, regardless of whether considered in a proceeding in equity or at law.

(d)

Non-Contravention. None of the execution and delivery by the Borrower of this

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Agreement or the other Facility Documents to which it is a party, the Borrowings or the pledge of

the Collateral hereunder, the consummation of the transactions herein or therein contemplated, or

compliance by it with the terms, conditions and provisions hereof or thereof, will (i) conflict with,

or result in a breach or violation of, or constitute a default under its Constituent Documents, (ii)

conflict with or contravene (A) any Applicable Law, (B) any indenture, agreement or other

contractual restriction binding on or affecting it or any of its assets, including any Related

Document, or (C) any order, writ, judgment, award, injunction or decree binding on or affecting

it or any of its assets or properties or (iii) result in a breach or violation of, or constitute a default

under, or permit the acceleration of any obligation or liability in, or but for any requirement of the

giving of notice or the passage of time (or both) would constitute such a conflict with, breach or

violation of, or default under, or permit any such acceleration in, any contractual obligation or any

agreement or document to which it is a party or by which it or any of its assets are bound (or to

which any such obligation, agreement or document relates), except

in the case of clauses (ii) and (iii) above, where such conflicts, breaches, violations or defaults

could not reasonably be expected to have a Material Adverse Effect.

(e)

Governmental Authorizations; Private Authorizations; Governmental Filings.

The Borrower has obtained, maintained and kept in full force and effect all Governmental

Authorizations and Private Authorizations which are necessary for it to properly carry out its

business, except where the failure to do so could not reasonably be expected to have a Material

Adverse Effect, and made all material Governmental Filings necessary for the execution and

delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower

under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the

performance by the Borrower of its obligations under this Agreement, the other Facility

Documents,andnomaterialGovernmental

Authorization,

PrivateAuthorization

Governmental Filing which has not been obtained or made, is required to be obtained or made by

it in connection with the execution and delivery by it of any Facility Document to which it is a

party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the

Borrower under this Agreement or the performance of its obligations under this Agreement and

the other Facility Documents to which it is a party.

(f)

Compliance with Agreements, Laws, Etc. The Borrower has duly observed and

complied in all material respects with all Applicable Laws relating to the conduct of its business

and its assets. The Borrower has preserved and kept in full force and effect its legal existence.

The Borrower has preserved and kept in full force and effect its rights, privileges, qualifications

and franchises, except where the failure to do so could not reasonably be expected to result in a

Material Adverse Effect.

(g)

Location. The Borrower’s office in which the Borrower maintains its limited

liability company books and records is located at the addresses set forth on Schedule 5. The

Borrower’s registered office and jurisdiction of organization is the jurisdiction referred to in

Section 4.01(a).

(h)

Investment Company Act. Assuming compliance by each of the Lenders and any

participant with Section 16.06, neither the Borrower nor the pool of Collateral is required to

(i)

Information and Reports. Other than any of the following information containing

information provided or prepared by an Obligor, each Notice of Borrowing, each Monthly Report,

and all other written information, reports, certificates and statements (other than projections and

forward-looking statements) furnished by or on behalf of the Borrower to any Secured Party for

purposes of or in connection with this Agreement, the other Facility Documents or the transactions

contemplated hereby or thereby are true, complete and correct in all material respects as of the

date such information is stated or certified. All projections and forward-looking statements

furnished by or on behalf of the Borrower were prepared reasonably and in good faith as of the

date on which they were provided.

(j)

ERISA. The Borrower does not, and during the past five years has not had, any

liability or obligation with respect to any Plan or Multiemployer Plan, and neither the Borrower

nor any member of its ERISA Group does, or during the past five years has had, any liability or

780461396 22723957

obligation with respect to any Plan or Multiemployer Plan that could reasonably be expected to

result in a Material Adverse Effect.

(k)

Taxes. The Borrower has filed all U.S. federal income tax returns, information

statements, reports and all other material tax returns which are required to be filed by it, if any,

and has paid all U.S. federal income Taxes and all other material Taxes (including mortgage

recording Taxes) shown to be due and payable on such returns, if any, or pursuant to any

assessment received by any such Person, other than any such Taxes that are being contested in

good faith by appropriate proceedings and for which appropriate reserves in accordance with

GAAP have been established.

(l)

Tax Status. For U.S. Federal income tax purposes, the Borrower is treated as an

entity that is disregarded as separate from its owner (as defined in Treasury Regulation Section

301.7701-2(a)). The entity from which the Borrower is disregarded as a separate entity is a U.S.

Person.

(m) Collections. The Borrower (or the Collateral Manager on behalf of the Borrower)

has directed any agent or administrative agent for any Collateral Loan (or, in the case of a

participation interest, the participation seller) to remit all payments and collections with respect

to such Collateral Loan and, if applicable, has directed the Obligor (or, in the case of a

participation interest, the participation seller) with respect to such Collateral Loan to remit all

such payments and collections with respect to such Collateral Loan directly to the Collection

Account.

(n)

Plan Assets. The assets of the Borrower are not treated as “plan assets” for

purposes of 29 C.F.R. Section 2510.3-101 and Section 3(42) of ERISA (together, the “Plan Asset

Rule”) and the Collateral is not deemed to be “plan assets” for purposes of the Plan Asset Rule.

(o)

Solvency. After giving effect to each Advance hereunder, and the disbursement of

the proceeds of such Advance, the Borrower is and will be Solvent.

(p)Representations Relating to the Collateral. The Borrower hereby represents and

warrants that:

(i)

it owns and has legal and beneficial title to all Collateral Loans and other

Collateral free and clear of any Lien, claim or encumbrance of any Person, other than

Permitted Liens;

(ii)

other than Permitted Liens, the Borrower has not pledged, assigned, sold,

granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower

has not authorized the filing of and is not aware of any financing statements or any

equivalent filing in any applicable jurisdiction against the Borrower that include a

description of collateral covering the Collateral other than any financing statement or any

equivalent filing in any applicable jurisdiction relating to the security interest granted to

the Collateral Agent hereunder or that has been terminated, and the Borrower is not

780461396 22723957

aware of any judgment, PBGC liens or tax lien filings against the Borrower or any of its

assets;

(iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-

102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-

102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or Security

Entitlements to Financial Assets resulting from the crediting of Financial Assets to a

“securities account” (as defined in Section 8-501(a) of the UCC);

(iv)

all Covered Accounts constitute “securities accounts” under Section 8-

501(a) of the UCC;

(vi)

the Borrower has received all consents and approvals required by the terms

of the Related Documents in respect of such Collateral to the pledge hereunder to the

Collateral Agent of its interest and rights in such Collateral;

(vii)

with respect to the Collateral that constitutes Security Entitlements, all such

Collateral has been and will have been credited to the applicable Covered Account; and

(viii)

with respect to the Collateral that constitutes accounts or general

intangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or

will have caused, on or prior to the Closing Date, the filing of all appropriate financing

statements in the proper filing office in the appropriate jurisdictions under Applicable Law

in order to perfect the security interest in the Collateral granted to the Collateral Agent,

for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby

agrees may be an “all assets” filing), which security interest may be perfected by the filing

of a financing statement under Applicable Law.

(q)

Eligibility. Each Collateral Loan included in a Monthly Report or a Borrowing

Base Calculation Statement required to be delivered by the Borrower under this Agreement as an

Eligible Collateral Loan was, in fact, an Eligible Collateral Loan at such time.

(r)

Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The

Borrower and its directors, officers, managers and, to its knowledge, its agents, are in compliance

with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions. None of (a)

the Borrower or its directors, officers or managers, or (b) to its knowledge, any of its

780461396 22723957

(v) this Agreement creates a valid, continuing and, upon Delivery of

Collateral, filing of the financing statements referred to in clause (viii) below and

execution of the Account Control Agreement, perfected security interest (as defined in

Section 1-201(b)(35) of the UCC) in the Collateral in favor of the Collateral Agent, for

the benefit and security of the Secured Parties, which security interest is prior to all other

Liens (other than Permitted Liens), and is enforceable as such against creditors of and

purchasers from the Borrower, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting

creditors’ rights generally or general principles of equity, regardless of whether considered

in a proceeding in equity or at law;

agents that will act in any capacity in connection with or benefit from the credit facilities

established hereby, is a Sanctioned Person. No Borrowing, use of proceeds thereof or other

transactions hereunder will violate Anti-Corruption Laws, Anti-Money Laundering Laws or

applicable Sanctions

(s)

Value Given. The Borrower has given fair consideration and reasonably equivalent

value to the Parent in exchange for the purchase of the Collateral Loans (or any number of them)

from the Parent pursuant to the Purchase and Contribution Agreement. No such transfer has been

made for or on account of an antecedent debt owed by the Borrower to the Parent and no such

transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

(t)

Beneficial Ownership Certificate. (a) As of the Closing Date, the Borrower has

delivered to the Administrative Agent and each Lender a Beneficial Ownership Certificate and

the information included in such Beneficial Ownership Certificate is true and correct in all

respects and (b) as of the date delivered, the information included in each Beneficial Ownership

Certificate delivered pursuant to Section 5.02(u) is true and correct in all respects.

(u)

Affected Financial Institutions. Neither the Borrower nor any subsidiary is an

Affected Financial Institution.

Section 4.02. Representations and Warranties of the Collateral Manager. The Collateral

Manager represents and warrants to each of the Secured Parties on and as of each Measurement

Date (and in respect of clause (i) below, each date such information is provided by or on behalf of

it), as follows:

(a)

Due Organization. The Collateral Manager is a corporation duly organized and

validly existing under the Laws of the State of Maryland, with full power and authority to own

and operate its assets and properties, conduct the business in which it is now engaged and to

execute and deliver and perform its obligations under this Agreement and the other Facility

Documents to which it is a party.

(b)

Due Qualification and Good Standing. The Collateral Manager is in good standing

in the State of Maryland. The Collateral Manager is duly qualified to do business and, to the

extent applicable, is in good standing in each other jurisdiction in which the nature of its business,

assets and properties, including the performance of its obligations under this Agreement, the other

Facility Documents to which it is a party and its Constituent Documents to which it is a party,

requires such qualification, except where the failure to be so qualified or in good standing could

not reasonably be expected to have a Material Adverse Effect.

(c)

Due Authorization; Execution and Delivery; Legal, Valid and Binding;

Enforceability. The execution and delivery by the Collateral Manager of, and the performance of

its obligations under the Facility Documents to which it is a party and the other instruments,

certificates and agreements contemplated thereby are within its powers and have been duly

authorized by all requisite action by it and have been duly executed and delivered by it and

constitute its legal, valid and binding obligations enforceable against it in accordance with their

respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

780461396 22723957

reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general

principles of equity, regardless of whether considered in a proceeding in equity or at law.

(d)Non-Contravention.

None of the execution and delivery by the Collateral

(e)

Governmental Authorizations; Private Authorizations; Governmental Filings.

(f)

Compliance with Agreements, Laws, Etc. The Collateral Manager has duly

observed and complied in all material respects with all Applicable Laws, including the Securities

Act and the Investment Company Act, relating to the conduct of its business and its assets. The

Collateral Manager has preserved and kept in full force and effect its legal existence. The

Collateral Manager has preserved and kept in full force and effect its rights, privileges,

qualifications and franchises, except where the failure to do so could not reasonably be expected

to result in a Material Adverse Effect.

(g)

Location of Records. The Collateral Manager’s office in which it maintains its

corporate books and records is located at the addresses set forth on Schedule 5. The Collateral

Manager’s registered office and jurisdiction of organization is the jurisdiction referred to in

Section 4.02(a).

780461396 22723957

Manager of this Agreement or the other Facility Documents to which it is a party, the

consummation of the transactions herein or therein contemplated, or compliance by it with the

terms, conditions and provisions hereof or thereof, will (i) conflict with, or result in a breach or

violation of, or constitute a default under its Constituent Documents, (ii) conflict with or

contravene (A) any Applicable Law, (B) any indenture, agreement or other contractual restriction

binding on or affecting it or any of its assets, including any Related Document, or (C) any order,

writ, judgment, award, injunction or decree binding on or affecting it or any of its assets or

properties, or (iii) result in a breach or violation of, or constitute a default under, or permit the

acceleration of any obligation or liability in, or but for any requirement of the giving of notice or

the passage of time (or both) would constitute such a conflict with, breach or violation of, or

default under, or permit any such acceleration of, any contractual obligation or any agreement or

document to which it is a party or by which it or any of its assets are bound (or to which any such

obligation, agreement or document relates), except in the case of clauses (ii) and (iii) above,

where such conflicts, breaches, violations or defaults could not reasonably be expected to have a

Material Adverse Effect.

The Collateral Manager has obtained, maintained and kept in full force and effect all

Governmental Authorizations and Private Authorizations which are necessary for it to properly

carry out its business, except where the failure to do so could not reasonably be expected to have

a Material Adverse Effect, and made all material Governmental Filings necessary for the

execution and delivery by it of the Facility Documents to which it is a party, and the performance

by the Collateral Manager of its obligations under this Agreement, the other Facility Documents,

and no material Governmental Authorization, Private Authorization or Governmental Filing

which has not been obtained or made, is required to be obtained or made by it in connection with

the execution and delivery by it of any Facility Document to which it is a party or the

performance of its obligations under this Agreement and the other Facility Documents to which

it is a party.

(h)

Investment Company Act. The Collateral Manager is registered as an “investment

company” under the Investment Company Act.

(i)

Information and Reports. Other than any of the following information containing

information provided or prepared by an Obligor, each Notice of Borrowing, each Monthly Report,

and all other written information, reports, certificates and statements (other than projections and

forward-looking statements) furnished by the Collateral Manager to any Secured Party for

purposes of or in connection with this Agreement, the other Facility Documents or the transactions

contemplated hereby or thereby are true, complete and correct in all material respects as of the

date such information is stated or certified. All projections and forward-looking statements

furnished by the Collateral Manager were prepared reasonably and in good faith as of the date on

which they were provided.

(j) ERISA. Neither the Collateral Manager nor any member of its ERISA Group has,

or during the past five years had, any liability or obligation with respect to any Plan or

Multiemployer Plan that would result in a Material Adverse Effect.

(k)

Taxes. The Collateral Manager has filed all U.S. federal income tax returns,

information statements, reports and all other material tax returns which are required to be filed by

it, if any, and has paid all U.S. federal income Taxes and all other material Taxes (including

mortgage recording Taxes) shown to be due and payable on such returns, if any, or pursuant to

any assessment received by any such Person, other than any such Taxes that are being contested

in good faith by appropriate proceedings and for which appropriate reserves in accordance with

GAAP have been established.

(l)

Eligibility. Each Collateral Loan included in a Monthly Report or a Borrowing

Base Calculation Statement required to be delivered by it under this Agreement as an Eligible

Collateral Loan was, in fact, an Eligible Collateral Loan at such time.

(m)

Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The

Collateral Manager and its subsidiaries and their respective directors, officers, managers and, to

its knowledge, its agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering

Laws and applicable Sanctions. None of (a) the Collateral Manager, its subsidiaries or their

respective directors, officers or managers, or (b) to their respective knowledge, any of their agents

that will act in any capacity in connection with or benefit from the credit facilities established

hereby, is a Sanctioned Person.

(n)

BDC Status. Main Street qualifies as an RIC and is an “investment company” that

has elected to be regulated as a “business development company” as defined in Section 2(a)(48)

of the Investment Company Act and is subject to regulation as such under the Investment

Company Act including Section 18, as modified by Section 61, of the Investment Company Act.

The business and other activities of Main Street, including but not limited to, the consummation

of the transactions contemplated by the Facility Documents to which Main Street is a party do not

result in any violations, with respect to Main Street, of the provisions of the Investment Company

Act or any rules, regulations or orders issued by the SEC thereunder, in each case, that are

applicable to Main Street.

780461396 22723957

ARTICLE V

COVENANTS

Section 5.01.

Affirmative Covenants of the Borrower. The Borrower covenants and

agrees that, until the Collection Date:

(a)

Compliance with Agreements, Laws, Etc. It shall (i) duly observe and comply in

all material respects with all Applicable Laws relative to the conduct of its business or to its assets,

(b)

Enforcement. It shall not take any action, and will use commercially reasonable

efforts not to permit any action to be taken by others, that would release any Obligor from any of

(c)

Further Assurances. It shall promptly upon the reasonable request of any Agent

or the Required Lenders (through the Administrative Agent), at the Borrower’s expense, execute

780461396 22723957

(ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full force

and effect its rights, privileges, qualifications and franchises, (iv) comply with the terms and

conditions of its Constituent Documents and comply in all material respects with its obligations

under each Related Document to which it is a party and (v) obtain, maintain and keep in full force

and effect all Governmental Authorizations, Private Authorizations and Governmental Filings

which are necessary or appropriate to properly carry out its business and the transactions

contemplated to be performed by it under the Facility Documents, its Constituent Documents and

the Related Documents to which it is a party, except, in the case of clause (iii) and clause (v),

where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

such Obligor’s material covenants or obligations under any instrument or agreement included in

the Collateral, except in the case of (A) repayment of Collateral Loans, (B) subject to the terms of

this Agreement, (i) amendments to Related Documents that govern Defaulted Collateral Loans or

Ineligible Collateral Loans, (ii) amendments to Collateral Loans in accordance with the Collateral

Management Standard, and (iii) actions taken in connection with the work-out or restructuring of

any Collateral Loan in accordance with the provisions hereof, and (C) other actions by the

Collateral Manager to the extent not prohibited by this Agreement or as otherwise required hereby.

It will perform, and use commercially reasonable efforts to cause the Collateral Manager to

perform, all of their obligations and agreements contained in this Agreement or any other Facility

Document to which such Person is a party.

and deliver such further instruments and take such further action in order to maintain and protect

the Collateral Agent’s first-priority perfected security interest in the Collateral pledged by the

Borrower for the benefit of the Secured Parties free and clear of any Liens (other than Permitted

Liens). At the reasonable request of any Agent or the Required Lenders (through the

Administrative Agent), the Borrower shall promptly take, at the Borrower’s expense, such further

action in order to establish and protect the rights, interests and remedies created or intended to be

created under this Agreement in favor of the Secured Parties in the Collateral, including all actions

which are necessary to (x) enable the Secured Parties to enforce their rights and remedies under

this Agreement and the other Facility Documents, and (y) effectuate the intent and purpose of,

and to carry out the terms of, the Facility Documents. The Borrower will take such reasonable

action from time to time as shall be necessary to ensure that all assets (including all Covered

Accounts) of the Borrower constitute “Collateral” hereunder. Subject to

the foregoing, the Borrower will, and, upon the reasonable request of any Agent shall, at the

Borrower’s expense, take such other action (including executing and delivering or authorizing for

filing any required UCC financing statements) as shall be necessary to create and perfect a valid

and enforceable first-priority security interest on all Collateral acquired by the Borrower as

collateral security for the Obligations and will in connection therewith deliver such proof of

corporate action, incumbency of officers, opinions of counsel and other documents as is consistent

with those delivered by the Borrower pursuant to Section 3.01 on the Closing Date or as any Agent

or the Required Lenders (through the Administrative Agent) shall have reasonably requested.

(d)

Financial Statements; Other Information. It shall provide to the Administrative

Agent or cause to be provided to the Administrative Agent (with additional copies for each

Lender):

(i)

within 120 days after the end of each fiscal year of the Parent, each of its

audited consolidated balance sheets and related consolidated statements of operations,

consolidated statements of changes in net assets, consolidated statements of cash flows and

consolidated schedule of investments, as of the end of and for such year, setting forth in

each case in comparative form the figures for the previous fiscal year, all reported on by

(ii)

within 60 days after the end of each of the first three fiscal quarters of each

fiscal year of the Parent, its unaudited consolidated balance sheets and related consolidated

statements of operations and consolidated statements of changes in net assets as of the end

of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in

each case in comparative form the figures for the corresponding period or periods of (or,

in the case of the consolidated balance sheets, as of the end of)

780461396 22723957

independent public accountants of recognized national standing (without a “going

concern” or like qualification or exception and without any qualification or exception as

to the scope of such audit) to the effect that such consolidated financial statements present

fairly in all material respects the financial condition and results of operations of the Parent

and its consolidated subsidiaries on a consolidated basis in accordance with GAAP

consistently applied; provided, that the financial statements required to be delivered

pursuant to this clause (i) which are made available via EDGAR, or any successor system

of the Securities Exchange Commission, in the Parent's annual report on Form 10-K, shall

be deemed delivered to the Administrative Agent and the Lenders on the date such

documents are made so available; provided, further, that either (A) such financial

statements of the Parent required pursuant to this clause (i) would include a footnote

showing the balance sheets and statement of operations of the Borrower or (B) separate

audited balance sheets and related statements of operations, consolidated statements of

changes in net assets, consolidated statements of cash flows, as of the end of and for such

year, setting forth in each case in comparative form the figures for the previous fiscal year,

all reported on by independent public accountants of recognized national standing (without

a “going concern” or like qualification or exception and without any qualification or

exception as to the scope of such audit) to the effect that such financial statements present

fairly in all material respects the financial condition and results of operations of the

Borrower in accordance with GAAP consistently applied would be provided;

the previous fiscal year, all certified by a Responsible Officer as presenting fairly in all

material respects the financial condition and results of operations of the Parent and its

consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently

applied, subject to normal year-end audit adjustments and the absence of footnotes;

provided, that the financial statements required to be delivered pursuant to this clause (ii)

which are made available via EDGAR, or any successor system of the Securities Exchange

Commission, in Parent's quarterly report on Form 10-Q, shall be deemed delivered to the

Administrative Agent and the Lenders on the date such documents are made so available;

provided, further, that either (A) such financial statements of the Parent required pursuant

to this clause (ii) would include a footnote showing the balance sheets and statement of

operations of the Borrower or (B) separate balance sheets and statements of operations of

the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of

the fiscal year, setting forth in each case in comparative form the figures for the

corresponding period or periods of (or, in the case of the consolidated balance sheets, as

of the end of) the previous fiscal year would be separately provided;

(iii)

within 60 days after the end of a fiscal quarter (other than a fiscal year end)

(iv) within two Business Days after a Responsible Officer of the Collateral

Manager or a Responsible Officer of the Borrower obtains actual knowledge of the

occurrence and continuance of any (x) Default or (y) Event of Default, a certificate of a

Responsible Officer of the Borrower setting forth the details thereof and the action which

the Borrower is taking or proposes to take with respect thereto;

(v)

from time to time such additional information regarding the Borrower’s

financial position or business and the Collateral (including reasonably detailed

calculations of each Coverage Test, the Maximum Advance Rate Default Test and each

Collateral Quality Test) as the Administrative Agent or the Required Lenders (through the

Administrative Agent) may request if reasonably available to the Borrower;

(vi)

promptly after the incurrence of any obligation to a Plan or Multiemployer

Plan or the occurrence of any ERISA Event, notice of the incurrence of such obligation or

780461396 22723957

in which a quarterly valuation statement for the Parent is to be delivered to the Parent

investors, copies of such quarterly valuation statement and 120 days after the end of each

fiscal year, copies of the quarterly valuation statements for the Parent; provided that in no

case shall less than two separate quarterly valuation statements be delivered for any fiscal

year (it being understood that (x) the schedule of investments embedded in any reports

which are made available via EDGAR, or any successor system of the Securities Exchange

Commission, in Parent's quarterly report on Form 10-Q or in Parent’s annual report on

Form 10-K delivered pursuant to clauses (i) and (ii) above shall be deemed to satisfy this

clause (iii) and (y) the financial statements required to be delivered pursuant to this clause

(iii) which are made available via EDGAR, or any successor system of the Securities

Exchange Commission, in Parent's quarterly report on Form 10-Q or in Parent’s annual

report on Form 10-K, shall be deemed delivered to the Administrative Agent and the

Lenders on the date such documents are made so available);

of such ERISA Event and copies of any communications with all Governmental

Authorities or any Multiemployer Plan with respect to such ERISA Event; and

(vii)

promptly following any reasonable request by the Administrative Agent or

any Lender, all documentation and other information that the Administrative Agent or such

Lender requests in order to comply with its ongoing obligations under applicable “know

your customer”, anti-money laundering and sanctions Laws, including the PATRIOT Act.

(e)

Access to Records and Documents. It shall permit the Administrative Agent (or

any Person designated by the Administrative Agent, subject to delivery of standard confidentiality

agreements or an agreement by such Person to comply with the provisions of Section 16.09) to,

(f)

Use of Proceeds.It shall use the proceeds of each Advance made hereunder

solely:

(i)

to fund or pay the purchase price of Collateral Loans or Eligible

Investments acquired by the Borrower in accordance with the terms and conditions set

forth herein (it being understood that the Borrower may request a Borrowing to (A) with

respect to the initial Advance, make a distribution to the Parent and to pay fees and

expenses in connection with this Agreement and the other Facility Documents and (B)

fund the applicable Advance Rate of one or more Collateral Loans either on the date of

acquisition or at a later time during the Reinvestment Period pursuant to Article II) or for

general corporate purposes;

(ii)

to fund additional extensions of credit under Revolving Collateral Loans

and Delayed Drawdown Collateral Loans purchased in accordance with the terms of this

Agreement;

(iii)

hereof; and

to fund the Revolving Reserve Account pursuant to Section 8.04 or 9.01

(iv)

so long as no Default or Event of Default shall have occurred and be

continuing, and provided that any amounts required to be funded or paid by the Borrower

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upon reasonable advance notice and during normal business hours, visit and inspect and make

copies thereof at reasonable intervals (i) its books, records and accounts relating to its business,

financial condition, operations, assets and its performance under the Facility Documents and the

Related Documents and to discuss the foregoing with its and such Person’s officers, partners,

employees and accountants, and (ii) all of its Related Documents, in each case all as often as the

Administrative Agent may reasonably request; provided that so long as no Event of Default has

occurred and is continuing, each Person entitled to so visit and inspect the Borrower’s records

under this clause (e) may only exercise its rights under this clause (e) twice during any fiscal year

of the Borrower (it being understood that the Borrower shall be responsible for all reasonable and

documented costs and expenses for only one such visit per fiscal year). The Administrative Agent

shall provide reasonable notice to the Lenders of any such visit or inspection shall provide each

Lender the opportunity to accompany the Administrative Agent on any such visit or inspection.

pursuant to clauses (i), (ii) and (iii) of this subsection (f) have been made, then to

distribute funds to its equityholders.

Without limiting the foregoing, it shall use the proceeds of each Advance in a manner that

does not, directly or indirectly, violate any provision of its Constituent Documents or any

Applicable Law, including Regulation T, Regulation U and Regulation X.

(g)

Information and Reports. Each Notice of Borrowing, each Monthly Report and all

other written information, reports, certificates and statements furnished by or on behalf of it to any

Secured Party for purposes of or in connection with this Agreement, the other Facility Documents

or the transactions contemplated hereby or thereby shall be true, complete and correct in all

material respects as of the date such information is stated or certified; provided that solely with

respect to information furnished by the Borrower which was provided to the Borrower from an

Obligor or any other third party (or is derived therefrom) with respect to a Collateral Loan, such

information shall only need to be true, complete and correct in all material respects to the actual

knowledge of the Borrower.

(h)

Opinions as to Collateral. On or before each five year anniversary of the Closing

Date, at the request of the Administrative Agent, it shall furnish to the Agents an opinion of

counsel addressed to the Agents and the Borrower relating to the continued perfection of the

security interest granted by the Borrower to the Collateral Agent hereunder.

(i)

No Other Business. The Borrower shall not engage in any business or activity other

than borrowing Advances pursuant to this Agreement, funding, acquiring, owning, holding,

administering, selling, enforcing, lending, exchanging, redeeming, pledging, contracting for the

management of and otherwise dealing with Collateral Loans, Eligible Investments and the other

Collateral in connection therewith and entering into and performing its obligations under the

Facility Documents, any applicable Related Documents and any other agreements contemplated

by this Agreement.

(j)

Tax Matters. The Borrower shall (and each Lender hereby agrees to) treat the

Advances as debt for U.S. Federal income tax purposes and will take no contrary position, unless

otherwise required pursuant to a closing agreement with the U.S. Internal Revenue Service or a

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non-appealable judgment of a court of competent jurisdiction. Notwithstanding any contrary

agreement or understanding, the Collateral Manager, the Borrower, the Agents and the Lenders

(and each of their respective employees, representatives or other agents) may disclose to any and

all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions

contemplated by this Agreement and all materials of any kind (including opinions or other tax

analyses) that are provided to them relating to such tax treatment and tax structure. The foregoing

provision shall apply from the beginning of discussions between the parties. For this purpose, the

tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction

under applicable U.S. Federal, state or local Law, and the tax structure of a transaction is any fact

that may be relevant to understanding the purported or claimed U.S. tax treatment of the

transaction under applicable U.S. Federal, state or local Law. The Borrower shall at all times be

treated as an entity that is disregarded as separate from its owner (as defined in Treasury

Regulation Section 301.7701-2(a)) for U.S. federal income tax purposes and shall take all steps

necessary to ensure that the entity from which it is disregarded as separate is a U.S.

Person. The Borrower shall pay and discharge all Taxes, assessments, and governmental charges

or levies imposed upon it, its income or profits, or any property belonging to it, before any such

obligation becomes delinquent; provided that the Borrower shall not be required to pay any Tax,

assessment, charge or levy, if any, so long as the amount, applicability or validity thereof shall

currently be contested in good faith by adequate proceedings and adequate reserves therefor have

been established in accordance with GAAP.

(k) Collections. The Borrower (or the Collateral Manager on behalf of the Borrower)

shall direct any agent or administrative agent for any Collateral Loan (or, in the case of a

participation interest, the participation seller) to remit all payments and collections with respect

to such Collateral Loan and, if applicable, to direct the Obligor (or, in the case of a participation

interest, the participation seller) with respect to such Collateral Loan to remit all such payments

and collections with respect to such Collateral Loan directly to the Collection Account.

(l)

Priority of Payments. The Borrower shall direct the Collateral Agent to apply all

Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and

the other provisions of this Agreement.

(m)

Compliance with Legal Opinions. The Borrower shall take all other actions

necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of

Dechert LLP, as special counsel to the Borrower, issued in connection with the Purchase and

Contribution Agreement and relating to the issues of substantive consolidation and true sale of

certain Collateral Loans.

Section 5.02.

Negative Covenants of the Borrower.

The Borrower covenants and

agrees that until the Collection Date:

(a)

Restrictive Agreements. It shall not enter into or suffer to exist or permit to become

effective any agreement that prohibits, limits or imposes any condition upon its ability to create,

incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its property or

revenues constituting Collateral, whether now owned or hereafter acquired, to secure its

obligations under the Facility Documents other than this Agreement and the other Facility

Documents.

(b)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of

liquidation, dissolution, partial liquidation, merger or consolidation (or suffer any liquidation,

dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its

assets, or enter into an agreement or commitment to do so or enter into or engage in any business

with respect to any part of its assets, except as expressly permitted by this Agreement and the

other Facility Documents (including in connection with the repayment in full of the Obligations).

(c)

Amendments to Constituent Documents, etc.Without the consent of the

Administrative Agent (such consent not to be unreasonably withheld or delayed) (i) it shall not

amend, modify or take any action inconsistent in any material respect with its Constituent

Documents and (ii) it will not amend, modify or waive any term or provision in any Facility

Document (other than in accordance with its terms, including any provision thereof requiring the

consent of the Administrative Agent or all or a specified percentage of the Lenders).

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(d)

ERISA. Neither it nor any member of its ERISA Group shall establish, contribute

to, or have any liability to any Plan or Multiemployer Plan. It shall not take any action, or omit

to take any action, that results in its underlying assets to constitute “plan assets” for purposes of

the Plan Asset Rule or the Collateral being deemed to be “plan assets” for purposes of the Plan

Asset Rule.

(e)

Liens. It shall not create, assume or suffer to exist any Lien on any of its assets

now owned or hereafter acquired by it at any time, except for Permitted Liens or as otherwise

expressly permitted by this Agreement and the other Facility Documents.

(f)

Margin Requirements. It shall not (i) extend credit to others for the purpose of

buying or carrying any Margin Stock in such a manner as to violate Regulation T or Regulation

U or (ii) use all or any part of the proceeds of any Advance, whether directly or indirectly, and

whether immediately, incidentally or ultimately, for any purpose that violates the provisions of

the Regulations of the Board of Governors, including, to the extent applicable, Regulation U and

Regulation X.

(g)

Restricted Payments. It shall not make, directly or indirectly, any Restricted

Payment (whether in the form of cash or other assets) or incur any obligation (contingent or

otherwise) to do so; provided, however, that the Borrower shall be permitted to make Restricted

Payments from (i) funds distributed to it pursuant to the Priority of Payments or (ii) funds from

an Advance pursuant to the use of proceeds in Section 5.01(f) hereof.

(h)

Changes to Filing Information. It shall not change its name, its chief place of

business, its chief executive office, the office in which the Borrower maintains its limited liability

company books and records or its jurisdiction of organization from that referred to in Section

4.01(a) or Schedule 5, as applicable, unless it gives ten days’ prior written notice to the Agents

and takes all actions that the Administrative Agent or the Required Lenders (through the

Administrative Agent) reasonably request and determine to be necessary to protect and perfect

the Collateral Agent’s perfected security interest in the Collateral.

(i)

Transactions with Affiliates. It shall not sell, lease or otherwise transfer any

property or assets to, or purchase, lease or otherwise acquire any property or assets from, or

otherwise engage in any other transactions with, any of its Affiliates (including sales of Defaulted

Collateral Loans and other Collateral Loans), except as permitted or required under the Facility

Documents, unless such transaction is upon terms no less favorable to the Borrower than it would

obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (it being

agreed that any purchase or sale at par shall be deemed to comply with this provision). For the

avoidance of doubt, (i) nothing in this clause (i) shall prohibit the Borrower from transferring or

distributing the Collateral Loans to the Parent or an Affiliate, as applicable, in accordance with

Article X and (ii) the Borrower may make dividends or distributions to the Parent from amounts

released to the Borrower pursuant to the Priority of Payments at any time in accordance with its

Constituent Documents.

(j)

Investment Company Restriction. It shall not become required to register as an

“investment company” under the Investment Company Act.

780461396 22723957

(k)

Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. It will not

request any Borrowing, and shall not use the proceeds of any Borrowing (i) in furtherance of an

offer, payment, promise to pay, or authorization of the payment or giving of money, or anything

else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering

Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or

transaction of or with any Sanctioned Person or in any Sanctioned Country or (iii) in any manner

that would result in the violation of any Sanctions.

(l)

No Claims Against Advances. Subject to Applicable Law, it shall not claim any

credit on, make any deduction from, or dispute the enforceability of payment of the principal or

interest payable (or any other amount) in respect of the Advances or assert any claim against any

present or future Lender, by reason of the payment of any taxes levied or assessed upon any part

of the Collateral.

(m)

Indebtedness; Guarantees; Securities; Other Assets. It shall not incur or assume

or guarantee any indebtedness, obligations (including contingent obligations) or other liabilities,

or issue any additional securities, whether debt or equity, in each case other than (i) pursuant to

or as expressly permitted by this Agreement and the other Facility Documents, (ii) obligations

under its Constituent Documents or (iii) pursuant to customary indemnification, expense

reimbursement and similar provisions under the Related Documents. The Borrower shall not

acquire any Collateral Loans or other property other than as expressly permitted under the Facility

Documents; it being understood and agreed that the Borrower shall be permitted to acquire

Collateral Loans from its Affiliates and from unaffiliated third parties pursuant to Article X.

(n)

Validity of this Agreement. It shall not (i) take any action or omit to take any action,

the result of which would permit the validity or effectiveness of any Facility Document or any

grant of Collateral hereunder to be impaired, or permit the Lien of this Agreement to be amended,

hypothecated, subordinated, terminated or discharged, or take any action or omit to take any

action, the result of which would permit any Person to be released from any covenant or obligation

with respect to this Agreement (except in accordance with its terms) and (ii) except as permitted

by any Facility Document, take any action that would permit the Lien of this Agreement not to

constitute a valid first priority perfected security interest in the Collateral (subject to Permitted

Liens).

(o)

Priority of Payments. It shall not pay any distributions from amounts on deposit in

the Collection Account other than in accordance with the Priority of Payments (it being understood

that any amounts paid to the Borrower pursuant to the Priority of Payments may be distributed to

the Parent).

(p)

Subsidiaries. It shall not have or permit the formation of any subsidiaries, except

in connection with the receipt of equity securities pursuant to an exercise of remedies with respect

to a Collateral Loan or any work-out or restructuring of a Collateral Loan or to hold foreclosed

property.

(q)

Name. It shall not conduct business under any name other than its own.

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(r)

Employees. It shall not have any employees (other than officers and directors to

the extent they are employees).

(s)

Non-Petition. The Borrower shall not be party to any agreements under which it

has any material obligations or liability (direct or contingent) without using commercially

(t)

Certificated Securities. The Borrower shall not acquire or hold any Certificated

Securities in bearer form in a manner that does not satisfy the requirements of United States

Treasury Regulations section 1.165-12(c) (as determined by the Collateral Manager).

(u)

Beneficial Ownership Certificate.Promptly following any change in the

information included in a Beneficial Ownership Certificate that would result in a change to the

list of beneficial owners identified in such Beneficial Ownership Certificate, or a change in the

address of any beneficial owners, the Borrower shall (x) notify the Administrative Agent and the

Lenders and (y) execute and deliver to the Administrative Agent and each Lender an updated

Beneficial Ownership Certificate.

Section 5.03.

Affirmative Covenants of the Collateral Manager.

The Collateral

Manager covenants and agrees that until the Collection Date:

(a)

Compliance with Agreements, Laws, Etc. It shall (i) duly observe and comply in

(b)

Enforcement. It shall not take any action, and will use commercially reasonable

efforts not to permit any action to be taken by others within its control, that would release any

Obligor from any of such Obligor’s material covenants or obligations under any instrument or

780461396 22723957

reasonable efforts to include customary “non-petition” and “limited recourse” provisions therein

(and shall not amend or eliminate such provisions in any agreement to which it is party), except

for loan agreements, related loan documents, bond indentures and related bond documents, any

agreements related to the purchase and sale of any Collateral Loans which contain customary (as

determined by the Collateral Manager) purchase or sale terms or which are documented using

customary (as determined by the Collateral Manager) loan trading documentation, in connection

with the Collateral Loans and any agreement that does not impose a material obligation on the

Borrower and that is of a type that customarily does not include “non-petition” or “limited

recourse” provisions (including customary service contracts and engagement letters entered into

with third party service providers (including independent accountants and providers of

independent managers)).

all material respects with all Applicable Laws relative to the conduct of its business or to its assets,

(ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full

force and effect its rights, privileges, qualifications and franchises, except where the failure to do

so could not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the

terms and conditions of each Constituent Document and each Related Document in all material

respects to which it is a party, and (v) obtain, maintain and keep in full force and effect all

Governmental Authorizations, Private Authorizations and Governmental Filings which are

necessary or appropriate to properly carry out its business and the transactions contemplated to

be performed by it under the Facility Documents, the Constituent Documents and the Related

Documents to which it is a party, except where the failure to do so could not reasonably be

expected to result in a Material Adverse Effect.

agreement included in the Collateral, except in the case of (A) repayment of Collateral Loans,

(B)subject to the terms of this Agreement, (1) amendments to Related Documents that

govern Defaulted Collateral Loans or Ineligible Collateral Loans, (2) amendments to Collateral

Loans in accordance with the Collateral Management Standard, and (3) actions taken in

connection with the work-out or restructuring of any Collateral Loan in accordance with the

provisions hereof, and

(C)other actions by the Collateral Manager to the extent not prohibited by this Agreement or

as otherwise required hereby.

(c)

Further Assurances. It shall promptly at the Borrower’s expense, execute and

deliver such further instruments and take such further action in order to maintain and protect the

(d)

Access to Records and Documents. It shall permit the Administrative Agent (or

any Person designated by the Administrative Agent) to, upon reasonable advance notice and

during normal business hours, visit and inspect and make copies thereof at reasonable intervals

(e)

Other Information. The Collateral Manager shall provide to the Agents or cause to

be provided to the Agents (with additional copies for each Lender):

(i)

within two Business Days after a Responsible Officer of the Collateral

Manager obtains actual knowledge of the occurrence and continuance of any (A) Default,

(B) Event of Default, (C) Potential Collateral Manager Termination Event, (D) Collateral

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Collateral Agent’s first-priority perfected security interest in the Collateral pledged by the

Borrower for the benefit of the Secured Parties free and clear of any Liens (subject to Permitted

Liens). The Collateral Manager shall promptly take, at the Borrower’s expense, such further

action in order to establish and protect the rights, interests and remedies created or intended to be

created under this Agreement in favor of the Secured Parties in the Collateral, including all actions

which are necessary to (x) enable the Secured Parties to enforce their rights and remedies under

this Agreement and the other Facility Documents, and (y) effectuate the intent and purpose of, and

to carry out the terms of, the Facility Documents. In addition, the Collateral Manager will take

such reasonable action from time to time as shall be necessary to ensure that all assets (including

all Covered Accounts) of the Borrower constitute “Collateral” hereunder. Subject to the

foregoing, the Collateral Manager will at the Borrower’s expense, take such other action

(including executing and delivering or authorizing for filing any required UCC financing

statements) as shall be necessary to create and perfect a valid and enforceable first-priority security

interest on all Collateral acquired by the Borrower as collateral security for the Obligations.

(i) its books, records and accounts relating to its business, financial condition, operations, assets

and its performance under the Facility Documents and the Related Documents and to discuss the

foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of

its Related Documents, in each case all as often as the Administrative Agent may reasonably

request; provided that so long as no Event of Default has occurred, each Person entitled to so visit

and inspect the Collateral Manager’s records under this paragraph (d) may only exercise its rights

under this paragraph (d) twice during any fiscal year of the Collateral Manager (it being

understood that the Borrower shall be responsible for all reasonable and documented costs and

expenses for only one such visit per fiscal year). The Administrative Agent shall provide

reasonable notice to the Lenders of any such visit or inspection shall provide each Lender the

opportunity to accompany the Administrative Agent on any such visit or inspection.

Manager Termination Event or (E) any material breach by the Borrower or the Parent of

any representations, warranties, agreements or covenants hereunder or under the Purchase

and Contribution Agreement, a certificate of a Responsible Officer setting forth the details

thereof and the action which the Collateral Manager is taking or proposes to take with

respect thereto;

(ii)

from time to time such additional information regarding the Collateral

(including reasonably detailed calculations of each Coverage Test, the Collateral Quality

Test and the Maximum Advance Rate Default Test) as the Administrative Agent or the

Required Lenders (through the Administrative Agent) may reasonably request if

reasonably available without undue burden or expense and able to be disclosed by the

Collateral Manager;

(iii)

a Borrowing Base Calculation Statement on (A) each date on which the

Collateral Manager sells or substitutes (or commits to sell or substitute, as the case may

be) any Collateral Loan, (B) the date on which the Collateral Manager obtains knowledge

of any Material Modification to a Collateral Loan or that a Collateral Loan has become a

Defaulted Collateral Loan to the extent that the Borrowing Base has changed as a result of

such Material Modification or as a result of such Collateral Loan becoming a Defaulted

Collateral Loan and (C) each other date reasonably requested by the Administrative Agent

upon at least two (2) Business Days’ notice to the Collateral Manager; and

(iv)

promptly following any reasonable request by the Administrative Agent or

any Lender, all documentation and other information that the Administrative Agent or such

Lender requests in order to comply with its ongoing obligations under applicable “know

your customer”, anti-money laundering and sanctions Laws, including the PATRIOT Act.

(g)

Collections. The Collateral Manager shall direct any agent or administrative agent

for any Collateral Loan (or, in the case of a participation interest, the participation seller) to remit

all payments and collections with respect to such Collateral Loan and, if applicable, to direct the

Obligor (or, in the case of a participation interest, the participation seller) with respect to such

Collateral Loan to remit all such payments and collections with respect to such Collateral Loan

directly to the Collection Account.

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(f) Information and Reports. Each Notice of Borrowing, each Monthly Report and all

other written information, reports, certificates and statements furnished by or on behalf of the

Collateral Manager to any other Secured Party for purposes of or in connection with this

Agreement, the other Facility Documents or the transactions contemplated hereby or thereby shall

be true, complete and correct in all material respects as of the date such information is stated or

certified; provided that solely with respect to information furnished by the Collateral Manager

which was provided to the Collateral Manager from an Obligor or any other third party (or is

derived therefrom) with respect to a Collateral Loan, such information shall only need to be true,

complete and correct in all material respects to the actual knowledge of the Collateral Manager.

(h)

Priority of Payments. The Collateral Manager shall instruct the Collateral Agent

to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of

Payments and the other provisions of this Agreement.

(i) Taxable Mortgage Pool. The Collateral Manager shall not permit the sum of the

outstanding principal balances of all Collateral Loans owned by the Borrower and that are

principally secured by an interest in real property (within the meaning of Treasury Regulation

Section 301.7701(i)-1(d)(3)) to exceed 40% of the Principal Balance of all Collateral Loans

owned by the Borrower.

(j)

Maintenance of RIC Status and Business Development Company. Main Street shall

maintain its status as an RIC under the Code and as a “business development company” under the

Investment Company Act.

Section 5.04.Negative Covenants of the Collateral Manager. The Collateral Manager

covenants and agrees that until the Collection Date:

(a)

Restrictive Agreements. It shall not enter into or suffer to exist or permit to become

effective any agreement that prohibits, limits or imposes any condition upon its ability to perform

its obligations under the Facility Documents.